Professional Documents
Culture Documents
RECENT LEGAL
DEVELOPMENTS AND
MARKET UPDATES FROM INDIA
JUNE 01, 2023 - JUNE 30, 2023
INTRODUCTION
Regulatory developments in the fintech sector are being the highest among start-ups in other sectors, similar to
rolled out at a pace like never before. June 2023 started 2019-2020 levels.1 Although, given the dynamic nature
off with the Reserve Bank of India (“RBI”) robustly of the fintech landscape as well as persistent oversight
responding to the industry’s call for clarity on Default Loss and intervention from financial regulators in the country,
Guarantee (“DLG”), alongside other proposals involving the industry could potentially witness a slowdown in the
expansion in the scope of e-RUPI vouchers and issuance coming months.
and use of RuPay cards for international payments.
This newsletter highlights key developments,
Despite the funding winter looming in the market, announcements, measures as well as other developments
the fintech sector has seen funding of nearly USD 2.1 in the Indian FinTech space from June 01, 2023, to June
billion being raised in the March-June 2023 quarter - 30, 2023.
02 of 08
RBI issues the much-awaited guidelines on the with unregulated entities. The Draft Directions
DLG model accordingly provide a framework for information security
and emphasize on cyber resilience to secure digital
On June 8, 2023, the RBI released the ‘Guidelines on
payment transactions. In this regard, PSOs are required
Default Loss Guarantee in Digital Lending’2 (“DLG
to formulate a board approved information security
Guidelines”) to govern the DLG model. The DLG model
policy and implement a cyber crisis management plan
for the very first time recognises and permits regulated
to detect, contain, respond to, and recover from cyber
entities (“REs”) to enter into arrangements with lending
threats and attacks.
service providers (“LSPs”) or other REs, under which the
latter guarantees to compensate the RE, loss due to The Draft Directions also propose that PSOs must put in
default (up to a certain percentage) of the loans provided place a board approved incident response mechanism,
by the RE. with provisions to notify its senior management, relevant
employees and regulatory and supervisory authorities
While the latest development comes as a respite to
about cyber incidents. Any cyber security incident is
fintech companies who were requesting RBI to allow
required to be reported to Indian Computer Emergency
DLG models, there are certain guardrails that the RBI has
Response Team (CERT-In).
put in the DLG Guidelines.
IndusLaw was involved in the stakeholder consultation
The most significant among these is prescribing an
process on the Draft Directions and has provided
overall 5% (five percent) limit on the DLG cover that a
stakeholder comments to the RBI.
third-party can provide on the total loan portfolio, which
means most of the credit risk will continue to remain with
the RE. Further, the DLG amount cannot be set off against RBI expands the scope of Trade Receivables
the underlying individual loans and REs are required to Discounting System
invoke the DLG within a maximum overdue period of
On June 07, 2023, the RBI expanded the scope of the
120 (one hundred and twenty) days, unless paid by the
Trade Receivables Discounting System (“TReDS”)4
borrower before invocation. Other safeguards under the
as prescribed under the Guidelines for the Trade
DLG guidelines require REs to have a board-approved
Receivables Discounting System, 2014 (“Guidelines”)
policy for DLG arrangements, providing an eligibility
(updated as on July 02, 2018).5 TReDS is a type of a
criterion for the third party, fees payable by the RE (if
‘payment system’ that enables Micro, Small and Medium
any), and process for monitoring and reviewing DLG
Enterprises (“MSMEs”) to finance or discount their
arrangements, among others.
trade receivables through different financiers. Earlier,
You can find our article analysing the DLG Guidelines on February 08, 2023, the RBI had announced in the
here. Statement on Developmental and Regulatory Policies,
to make certain enhancements to the Guidelines, which
had been issued to MSMEs in converting their trade
RBI releases the ‘Draft Master Directions on receivables to liquid funds.
Cyber Resilience and Digital Payment Security
Controls for Payment System Operators’ RBI has now proposed to expand the scope of the
Guidelines to further facilitate operation of the TReDS
On June 02, 2023, the RBI released the draft ‘Master
by permitting all entities and institutions, allowed to
Directions on Cyber Resilience and Digital Payment
undertake factoring business under the Factoring
Security Controls for Payment System Operators’ (“Draft
Regulation Act, 2011, to participate as financiers. TReDS
Directions”) inviting feedback and comments from
are now also permitted to have insurance facility and
stakeholders by June 30, 2023.3
secondary market operations on their platforms. Apart
The Draft Directions are proposed to apply to all from this, the other requirements of TReDS will remain
authorised non-bank Payment System Operators the same. This move by the RBI will improve the cash
(“PSOs”) and aim to identify, manage, monitor, and flow of MSMEs by enabling financing by a wider range of
improve safety and security of the payment systems financiers, ultimately boosting the growth of the MSME
operated by PSOs in order to help them avoid any cyber industry.
and technology related risks arising from partnerships
03 of 08
RBI releases framework for ‘Compromise a clear definition of what constitutes a complaint
Settlements and Technical Write-offs’ under the Internal Grievance Redress mechanism, as
well as recommended to strengthen regulation for
Over the years, the RBI has issued various instructions
overall customer protection in the financial sector. The
to REs regarding compromise settlements in respect of
Committee has also identified certain gaps as well as
stressed accounts, including the Prudential Framework
lack of enforcement action against REs failing to meet
for Resolution of Stressed Assets dated June 07, 2019.6
customer service requirements. Accordingly, it has
On June 08, 2023, the RBI released a supplementary urged REs to leverage technology for better delivery of
regulatory framework for compromise settlements customer services and has proposed penal action against
and technical write-offs applicable to all REs7 REs which fail to meet the customer service standards,
(“Supplementary Framework”) followed by some while also providing incentives to REs making systemic
frequently asked questions thereon.8 It is important improvements.
to note that the Supplementary Framework does not
prescribe any debt threshold to trigger its applicability.
SEBI amends the Anti-Money Laundering/
The Supplementary Framework provides a clear Combating the Financing of Terrorism Guidelines
definition of ‘compromise settlements’ and ‘technical for Securities Market Intermediaries
write-offs’ and has mandated REs to put in place board- On June 16, 2023, the Securities and Exchange
approved policies for delegation of powers for approval Board of India (“SEBI”) issued a circular amending
and proposals to undertake compromise settlements in the Guidelines on Anti-Money Laundering (“AML”)
respect of debtors classified as fraud or wilful defaulters. Standards and Combating the Financing of Terrorism
The Supplementary Framework inter alia also outlines (“CFT”) Obligations of Securities Market Intermediaries
the pre-conditions and process for undertaking such (“Guidelines”) under the Prevention of Money-
settlements and write-offs, along with a mechanism for laundering Act, 2002 and rules framed there under, to
reporting to the supervisory body. ‘further enhance the effectiveness of the AML/CFT
framework.’11
RBI publishes report of the Committee for The circular emphasizes the key changes made to the
Review of Customer Service Standards in RBI Guidelines, which includes modification to the definition
Regulated Entities of a ’group’, addition of requirements regarding
On June 05, 2023, the RBI released a report prepared issuance of statement of policies and procedure to
by the committee formed for reviewing customer service deal with money laundering and terrorism financing
standards for REs (“Committee”), inviting comments by securities market intermediaries (“Intermediaries”)
and feedback from stakeholders by July 07, 2023.9 to reflect the current regulatory requirements. Further,
the Intermediaries have been directed to register the
The Committee was set up by the RBI in May 2022 to details of clients which are non-profit organizations, on
evaluate and review the quality of customer service, the Digital Advancement of Rural Post Office for a new
examine evolving needs, identify global best practices, India (DARPAN) Portal of NITI Aayog and maintain the
and suggest measures for improvement in processes record of such registration for 5 (five) years, after such
and standards.10 business relationship with the client comes to an end
In the report, the Committee has made observations with or closing of the client’s account, whichever is later. The
respect to lack of uniformity among REs in classifying Guidelines have further directed Intermediaries and
customer complaints and has urged the RBI to establish stock exchanges to leverage technological innovations
for effective implementation of name screening.
04 of 09
INDUSTRY CHALLENGES
RBI and NPCI direct co-branding partners to players. Further, while the DLG Guidelines now permit
‘stop UPI in a co-branding arrangement’ LSPs to provide DLG cover to the REs, the cap of 5%
(five per cent) for such DLG cover has been viewed by
The RBI, through the National Payments Corporation of
many as low, given that most of the credit risk would
India (“NPCI”) had directed both bank and non-bank
still lie with the REs. Additionally, going forward, the
issuers of prepaid payment instruments (“PPIs”), to stop
due diligence and disclosure requirements stipulated
providing Unified Payments Interface (“UPI”) services in
under the DLG Guidelines, may also have an impact on
a co-branding arrangement by June 30, 2023. While this
increased regulatory compliance burden on LSPs, which
directive has not been formally notified by either the RBI
in turn may pose cost and business continuity challenges
or NPCI, news reports indicate that certain players have
for the LSPs. Given that the DLG Guidelines are still at
received emails from the abovementioned regulators
an extremely nascent stage, the manner in which these
in this regard. Through this directive, the RBI and NPCI
challenges play out and how stakeholders adapt to the
have asked PPI issuers to ensure that PPI holders are on-
same remains to be seen.
boarded only by their own PPI issuer, therefore directing
all PPI issuers providing UPI services on partner/co-
branded application to discontinue issuance of the SEC acts against Binance and Coinbase
PPI wallet.12 The reports also indicate that PPI issuers
United States (“US”) Securities and Exchange
have been directed to share an official confirmation to
Commission (“SEC”) filed charges against: (i) Binance
the NPCI with respect to their discontinuation of PPI
Holdings Ltd., which operates the crypto asset trading
offerings under the partner/ co-branded model on UPI.13
platform Binance.com and Binance.US with its affiliate
The RBI has also communicated and directed PPI license
BAM Trading Services Inc. (collectively referred as
holders that non-PPIs cannot undertake UPI services with
“Binance”), and (ii) Coinbase Inc. (“Coinbase”), for
any third-party PPI license holders.
multiple violations of federal securities laws captured
This move has predominantly affected the integrated in the Securities Act and the Exchange Act (collectively
and co-branded wallet providers who do not hold a referred as “SEC Regulations”).15 SEC, in its charges,
PPI authorisation and partner with other PPI issuers has explicitly identified certain crypto assets (such as
to provide UPI as a payment service on their digital SOL, and MATIC) and stable coin (such as Binance USD)
application. While the exact reasons for issuing this as ‘securities’ under the SEC Regulations. The SEC has
directive are unclear, the move has put on hold on-going also reviewed the crypto trading platforms and taken a
operations of these entities. Accordingly, the only way position that they are akin to exchanges and clearing
for these companies to enable UPI transactions is to get agencies, therefore requiring registration under the SEC
a PPI authorisation. Given the sudden and unexpected Regulations. The charges of the SEC against Binance and
nature of the direction, several players in the market Coinbase impacts the market and legal understanding
have been forced to rethink their business models. on what may be construed as ‘securities’ in the US.
fall outside the scope of the ‘securities’ would be of the impact on the cryptocurrency market in the US,
determined by the SEC itself based on its interpretation we may witness more entities actively shifting their
of the Howey, and such determination could be very operations to countries that provide a regulatory haven
subjective, with the possibility of extending to other for such businesses, instead of the US. There may also be
crypto assets in the future. a sudden surge of attempts at registration with the SEC.
Moreover, without access to the US market and given the
Given the circumstances, it is becoming apparent that
‘long arm’ jurisdiction of the SEC, it could prove crippling
the SEC aims to incorporate crypto assets under its
for the industry including decentralized finance (DeFi),
jurisdiction. Considering the aforesaid lawsuits, it is
especially given the overall impact on how regulators
conceivable that the consequences of these cases may
worldwide perceive and analyse the SEC’s recent moves
significantly impact the SEC’s enforcement endeavors
in the crypto sector.
in the crypto industry for an extended period. In terms
06 of 09
The ‘Statement on Developmental and Regulatory Separately, it is also relevant to note that the
Policies, issued by the RBI on June 08, 2023 International Organization of Securities Commissions
(“Statement”),15 proposed certain positive changes for (“IOSCO”) unveiled a consultation report titled “Policy
the sector such as an expansion in the scope of purpose Recommendations for Crypto and Digital Asset Markets.”
and activity specific e-Rupi vouchers, by permitting This can be seen as a consequence of the collapse of
(a) non-bank PPI issuers to issue e-Rupi vouchers, and the US based crypto exchange FTX, that raised concerns
(b) enabling issuance of e-RUPI vouchers on behalf over consumer protection. The industry, which typically
of individuals. Through the Statement, the RBI also only has to comply with anti-money laundering checks,
proposed to streamline the membership process for has been calling for a global regulation, as different
Bharat Bill Payment Operating Units, to make the Bharat jurisdictions follow their own rules. The recommendations
Bill Payment System more efficient and garner increased are a set of 18 (eighteen) principles that aim to promote
participation. Furthermore, in order to enable increased investor protection and market integrity in the crypto
payment options for Indians travelling abroad, the RBI sector. The recommendations cover a wide range of
has decided to permit banks to issue RuPay Prepaid topics, including market abuse, custody of assets, and
Forex Cards which can be used at ATMs, Point of Sale consumer protection. The IOSCO recommendations are
(PoS) machines, and online merchants overseas. The RBI significant because they represent the first global attempt
will also enable issuance of RuPay Debit, Credit, and to regulate the crypto sector. The recommendations are
Prepaid Cards in foreign jurisdictions, which can be used likely to have a major impact on the way that crypto
internationally (including in India). businesses operate, and they could also help to attract
more institutional investors to the sector.
i. To the extent any transactions involve clients of IndusLaw, the information herein is based on statements in the media and not our
professional knowledge of the relevant transaction.
07 of 09
This elicited a response from the SEBI in the form of a is expected to expand Cred Flow’s target market and
draft discussion paper, outlining rules and guidelines for enable the company to cater to a wider range of SME
regulating finfluencers, which is expected to be released customers.25
within the next 2 (two) months.20
KarmaLife, a credit solutions provider for gig workers, four) Million in a long-term debt funding from growth-
has raised USD 5.3 (five point three) Million in an extension stage debt financing platform EvolutionX Debt Capital.
to its pre-Series A funding round. The round was led by The startup aims to utilise the funds to drive growth and
Krishna Bhupal’s family office and existing investor, Artha enable financing to a larger number of MSMEs across
Venture Fund, and saw participation from other existing India.31
investors, including Net Graph Investments, Singularity
Ventures, LogX Venture Partners, Balesh Sharma, Amit
Scapia, a traveltech startup has raised USD 9 Million
Jain, Vikram Kailas, and Shaji Kumar Devakar. The
in a seed round led by Matrix Partners India. The round
company aims to use the fresh funds to scale and expand
also saw participation from Tanglin Venture Partners,
into new geographies and launch more products.30
Binny Bansal’s 3 STATE Ventures and angel investors Keki
Mistry, CEO of HDFC Ltd. The startup, founded in 2022,
Lendingkart, a fintech startup which evaluates will utilise the fresh funds to scale operations and invest
borrower’s creditworthiness, has raised USD 24 (twenty- in technological capabilities.32
09 of 09
1. https://inc42.com/buzz/winter-gloom-investors-shiver-indian-startup-funding-falls-5-4-bn-h1-2023/
2. https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=12514&Mode=0
3. https://www.rbi.org.in/Scripts/bs_viewcontent.aspx?Id=4267
4. https://rbi.org.in/Scripts/NotificationUser.aspx?Id=12510&Mode=0
5. https://www.rbi.org.in/Scripts/bs_viewcontent.aspx?Id=3504
6. https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=11580&Mode=0
7. https://rbi.org.in/Scripts/NotificationUser.aspx?Id=12513&Mode=0
8. https://www.rbi.org.in/Scripts/FAQView.aspx?Id=160
9. https://www.rbi.org.in/Scripts/PublicationReportDetails.aspx?UrlPage=&ID=1232
10. https://www.rbi.org.in/Scripts/BS_PressReleaseDisplay.aspx?prid=53750
11. https://www.sebi.gov.in/legal/circulars/jun-2023/amendment-to-guidelines-on-anti-money-laundering-aml-standards-and-
combating-the-financing-of-terrorism-cft-obligations-of-securities-market-intermediaries-under-the-prevention-of-money-
launderin-_72683.html
12. https://inc42.com/features/has-rbis-new-ppi-directive-given-another-blow-to-the-fintech-dreamland/
13. https://www.forbesindia.com/article/news/rbis-signal-to-ppi-holders-use-licence-for-only-what-is-mandated/86259/1
14. https://www.forbesindia.com/article/cryptocurrency/sec-presses-charges-against-binances-usbased-entity-community-
accuses-the-administration-of-hindering-crypto-growth/85503/1
15. StatementonDevelopmentalandRegulatoryPolicies
16. https://inc42.com/buzz/p2p-lending-under-scanner-as-rbi-quizzes-startups/
17. https://inc42.com/buzz/parl-panel-quizzes-razorpay-phonepe-cred-execs-over-rising-cyber-incidents/;
18. https://economictimes.indiatimes.com/tech/technology/parliamentary-panel-on-finance-debates-cyber-security-rising-
white-collar-crimes/articleshow/100741974.cms?from=mdr
19. https://www.iosco.org/library/pubdocs/pdf/IOSCOPD734.pdf
20. https://www.cnbctv18.com/finance/ad-featuring-finfluencer-with-govt-logo-rachna-ranade-backlash-ministry-advises-to-be-
careful-17042921.htm; https://www.financialexpress.com/business/brandwagon-youtube-advt-prompts-calls-to-regulate-
finfluencers-3145640/
21. https://inc42.com/buzz/sebi-preparing-guidelines-to-crack-the-whip-on-unregistered-finfluencers/
22. https://inc42.com/buzz/b2b-fintech-startup-paymate-likely-to-refile-drhp-within-next-90-days/
23. https://inc42.com/buzz/phonepe-launches-own-payment-gateway-offers-free-onboarding-to-new-merchants/
24. https://inc42.com/buzz/phonepe-launches-account-aggregator-aa-services-after-acquiring-rbi-licence/
25. https://inc42.com/buzz/phonepe-launches-merchant-lending-marketplace-to-take-on-paytm/
26. https://www.vccircle.com/stellaris-backed-credflow-snaps-up-business-management-startup
27. https://inc42.com/buzz/pepper-group-to-launch-fintech-startup-pepper-money-in-india-this-year/
28. https://inc42.com/buzz/lendingtech-startup-indifi-secures-35-mn-funding-from-icici-venture-others/
29. https://www.vccircle.com/mufgbank-dharana-capital-write-27-mn-cheque-to-lentra; https://economictimes.indiatimes.com/
tech/funding/fintech-saas-firm-lentra-bags-27-million-in-extended-series-b/articleshow/100801904.cms
30. https://www.business-standard.com/finance/news/ev-financing-platform-revfin-raises-5-million-in-investment-from-
dfc-123060900774_1.html
31. https://www.vccircle.com/earlystage-startups-karmalife-bharatnxt-raise-funding
32. https://inc42.com/buzz/lendingkart-bags-funding-to-make-finance-more-accessible-to-msmes/
33. https://inc42.com/buzz/former-flipkart-exec-anil-gotetis-scapia-raises-9-mn-in-seed-funding/
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