DIRECTOR RESPONSIBILITY
NBFC Directors are accountable for the integrity of every disclosure, document and decision.
BBNFC converts the register into a director-level responsibility matrix — every duty linked to evidence, investor purpose, risk and an agreement clause.
| Responsibility | Director Duty | Required Evidence | Investor Purpose | Risk if Not Done | Agreement Clause | BBAI Action |
|---|---|---|---|---|---|---|
| Board Approvals | Approve material decisions in compliance with Companies Act and RBI norms. | Board minutes, attendance, resolutions. | Demonstrate informed governance. | Voidable decisions, regulatory action. | SHA — Reserved Matters; SPA — Board Approvals CP. | Generate Board Approval Pack |
| Regulatory Compliance | Ensure RBI / MCA / FEMA filings and directions are met. | Filing receipts, supervisory letters. | Licence safety. | Cancellation, penalty. | Compliance Certificate; SSA Warranties. | Generate Regulatory Sign-Off |
| Investor Disclosures | Provide accurate, timely disclosures to investors. | Disclosure schedules, MIS. | Informed decisions. | Misrepresentation indemnity. | IA — Disclosure Schedule. | Generate Disclosure Schedule |
| Loan-Book Accuracy | Certify loan-book, NPA, security and charge data. | Loan-book extract, NPA report, ROC charges. | Asset-quality reliance. | Inflated book, recovery failure. | Loan-Book Accuracy Certificate. | Generate Loan-Book Certificate |
| FEMA Controls | Maintain FEMA filings, sectoral caps, valuation. | FCGPR / FCTRS, valuation. | Lawful foreign capital. | Compounding. | FEMA Compliance Warranty. | Generate FEMA Pack |
| IBC Risk Prevention | Monitor default triggers and Section 7/9 exposure. | Default register, lender NOCs. | Avoid CIRP shock. | Moratorium loss. | No IBC Trigger Certificate. | Generate IBC Certificate |
| Data & Cyber Governance | Oversee DPDP, RBI cyber and AI governance. | Audit logs, DPIA, model cards. | Operational integrity. | Penalty, lawsuit. | Data & AI Governance Schedule. | Generate Data Governance Pack |
| Escrow & Fund Control | Ensure escrow mandates and fund-utilisation discipline. | Escrow statements. | Capital safety. | Diversion. | Escrow Trigger Schedule. | Generate Escrow Certificate |
| Post-Closing Reporting | Deliver post-closing MIS, certificates and ESG reports. | Periodic MIS. | Ongoing oversight. | Information failure default. | IA — Information Rights Schedule. | Generate MIS Template |
Authorization & Discussion Matrix
Who is authorised for what, and who may discuss what with BLACKBULL LAW HOUSE lawyers.
NBFC Director
Authority
Approves board-level information sharing, regulatory discussion, investor disclosures and closing certificates.
Discussion
Strategy, governance, regulatory, investor protection, closing.
Access
Full access to board pack, regulatory file, closing room.
Approval
Final board approvals, certificates, declarations.
Restriction
Cannot suppress liabilities or bypass investor consent.
Purpose
Board accountability for the transaction.
Benefit
Investor confidence in director-attested data.
Risk Cover
Director liability, mis-disclosure indemnity.
Promoter
Authority
Discusses ownership, management history, business plan, funding.
Discussion
Promoter holdings, control history, related parties.
Access
Promoter file + business data.
Approval
Promoter declarations, lock-in undertakings.
Restriction
Cannot hide liabilities or override investor rights.
Purpose
Honest transfer of control.
Benefit
Reduces post-closing disputes.
Risk Cover
Fraud, suppression indemnity.
Shareholder
Authority
Share transfer, valuation, ownership rights.
Discussion
Cap-table, encumbrance, ROFR / ROFO.
Access
Shareholder register, transfer deeds.
Approval
Transfer consent, EGM resolutions.
Restriction
Cannot bind NBFC unless authorised.
Purpose
Lawful share transition.
Benefit
Clear title flow.
Risk Cover
Title defect risk.
Investor
Authority
Negotiates terms, rights, funding, escrow, SPV, indemnity.
Discussion
All commercial and protection terms.
Access
Full data-room (subject to NDA).
Approval
Investor consent on reserved matters.
Restriction
Bound by confidentiality.
Purpose
Informed investment decision.
Benefit
Risk-priced entry.
Risk Cover
Mis-pricing, hidden liability.
Investor Nominee Director
Authority
Discusses reserved matters, MIS, board rights.
Discussion
Board agenda, reserved matters, investor MIS.
Access
Board pack, investor schedules.
Approval
Reserved-matter votes.
Restriction
Fiduciary to NBFC + investor mandate.
Purpose
Ongoing investor oversight.
Benefit
Early risk detection.
Risk Cover
Governance breach.
CFO
Authority
Financial statements, loan book, bank accounts, tax, recovery.
Discussion
Numbers, ALM, CRAR, NPA.
Access
Finance & banking file.
Approval
Finance certifications, MIS sign-off.
Restriction
Material changes require board.
Purpose
Accurate financial picture.
Benefit
Investor reliance on numbers.
Risk Cover
Misstatement indemnity.
Compliance Officer
Authority
RBI, MCA, KYC, FPC, digital lending.
Discussion
Regulatory file & filings.
Access
Regulatory archive.
Approval
Compliance certificates.
Restriction
Cannot waive regulatory mandates.
Purpose
Regulatory hygiene.
Benefit
Smooth approvals.
Risk Cover
Regulatory penalty.
Company Secretary
Authority
Board resolutions, registers, filings.
Discussion
Secretarial records, governance.
Access
Statutory registers.
Approval
Secretarial certificates.
Restriction
Must follow Companies Act.
Purpose
Corporate governance.
Benefit
Clean records.
Risk Cover
Filing default risk.
Internal Legal Team
Authority
Document coordination, internal review.
Discussion
Operational legal queries.
Access
Document repository.
Approval
Internal sign-offs.
Restriction
Investor-facing legal coverage routes via BLACKBULL LAW HOUSE.
Purpose
Operational legal control.
Benefit
Speed.
Risk Cover
Internal-only coverage gaps.
External Legal Team
Authority
Specialist legal opinions and filings.
Discussion
Specific opinions, litigation defence.
Access
Litigation file.
Approval
Legal opinions.
Restriction
Cannot override BLACKBULL LAW HOUSE investor protection standards.
Purpose
Specialist coverage.
Benefit
Depth.
Risk Cover
Investor protection alignment.
BLACKBULL LAW HOUSE Lawyer
Authority
Review, structure, draft, certify and protect the NBFC transaction.
Discussion
Risk, agreements, certificates, investor protection.
Access
Full data-room incl. closing room.
Approval
Final legal coverage certificate.
Restriction
Independent professional judgement.
Purpose
Investor-grade legal protection.
Benefit
Transaction defensibility.
Risk Cover
All legal-risk classes.
Due Diligence Advisor
Authority
Diligence findings, valuation inputs.
Discussion
Findings, red flags.
Access
Diligence data-room.
Approval
Diligence report.
Restriction
Limited scope.
Purpose
Independent diagnostic.
Benefit
Pricing accuracy.
Risk Cover
Unknown liability.
Auditor
Authority
Statutory and internal audit.
Discussion
Financial accuracy.
Access
Books & records.
Approval
Audit certificate.
Restriction
Audit standards.
Purpose
Independent assurance.
Benefit
Investor reliance.
Risk Cover
Misstatement.
Escrow Officer
Authority
Operate escrow per mandate.
Discussion
Triggers, release, holdback.
Access
Escrow file.
Approval
Release instructions.
Restriction
Mandate-bound.
Purpose
Fund safety.
Benefit
Investor confidence.
Risk Cover
Misappropriation.
SPV Manager
Authority
Operate SPV per constitution.
Discussion
Ring-fence, reserved matters.
Access
SPV file.
Approval
SPV resolutions.
Restriction
No commingling.
Purpose
Risk isolation.
Benefit
Capital efficiency.
Risk Cover
Veil-piercing.
Data Protection Officer
Authority
DPDP programme.
Discussion
Consent, breach, processors.
Access
Privacy file.
Approval
Breach notifications.
Restriction
DPDP-bound.
Purpose
Lawful data use.
Benefit
Borrower trust.
Risk Cover
DPDP penalty.
IT / Cyber Officer
Authority
Cyber programme.
Discussion
Vulnerabilities, drills.
Access
IT file.
Approval
Incident closure.
Restriction
RBI cyber directions.
Purpose
Cyber resilience.
Benefit
Reduced breach loss.
Risk Cover
Cyber penalty.
AI Platform Officer
Authority
AI governance.
Discussion
Model risk, fairness.
Access
Model repository.
Approval
Model release.
Restriction
Explainability mandatory.
Purpose
Lawful AI use.
Benefit
Defensible decisions.
Risk Cover
Bias, customer suit.
Recovery Officer
Authority
Lawful recovery operations.
Discussion
SARFAESI, DRT, OTS.
Access
Recovery file.
Approval
Recovery actions.
Restriction
Fair Practice Code.
Purpose
Asset recovery.
Benefit
NPA reduction.
Risk Cover
Harassment complaint.
Director Certificate Generator
Generate Compliance Declaration, No Default, No Fraud, No Hidden Liability, No RBI / FEMA / IBC Breach, Loan-Book Accuracy, Charge Registration, Statutory Dues, Related-Party Disclosure, Closing Compliance and Investor Reliance Certificates.
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