Framework for Aircraft Lease

Page 1 of 16 CIRCULAR F. No. 172/IFSCA/Finance Company Regulations/2022-23/01 May 18, 2022 All Finance Company / Finance Unit registered in the International Financial Services Centres (IFSCs) Framework for Aircraft Lease In exercise of the powers conferred by sub-clause (vi) of clause (d) of sub-section (1) of section 3 of the International Financial Services Centres Authority Act, 2019 (hereinafter referred to as ‘IFSCA Act’), the Government of India vide Gazette Notification number S.O. 3652(E) dated October 16, 2020 has notified aircraft lease, including operating and financial lease and any hybrid of operating and financial lease of aircraft or helicopter and engines of aircraft or helicopter or any other part thereof, as a ‘financial product’. 2. Further, in exercise of the above powers, the Government of India vide Gazette Notification number S.O.5199 (E) dated December 14, 2021, has notified operating lease, including any hybrid of operating and financial lease of such product or equipment as may be specified by International Financial Services Centres Authority, as a ‘financial product’. 3. In exercise of the powers drawn from the aforementioned notification, the International Financial Services Centres Authority (hereinafter referred to as ‘IFSCA’) vide Gazette Notification No. IFSCA/2022-23/GN/023- dated April 12, 2022 read with corrigendum No. IFSCA/2022-23/GN/023 dated April 27, 2022, has specified an operating lease, including an hybrid of operating and financial lease, in respect of the following equipment, as ‘financial product’: “(a) any piece of mobile equipment, whether or not powered or self-propelled, purpose designed, built and used for ground handling, servicing or field maintenance of aircraft on the ramp area of an airport and includes any piece of ground support equipment specified as such by IATA from time to time; and (b) equipment used for providing services necessary for ramp handling including activities as specified in Schedule–I of the Notification number F. No. AAI/OPS/707/GHR-2018 dated 26th October, 2018 issued by Airports Authority of India, published in the Gazette of India, Extraordinary, Part III, Section 4, dated the 30th Page 2 of 16 October, 2018, as amended from time to time. Explanation: The aforementioned equipment shall collectively be referred to as the ‘Aircraft Ground Support Equipment’.” 4. As per sub-clause (j) of clause (iii) of sub-regulation (1) of regulation 5 of International Financial Services Centres Authority (Finance Company) Regulations, 2021 (hereinafter referred to as “Finance Company Regulations”) an operating lease transaction for aircraft lease is classified as a ‘permitted non-core activity’ and as per sub-clause (d) of clause (ii) of sub-regulation (1) of regulation 5 of the Finance Company Regulations a financial lease transaction for aircraft lease is classified as a ‘permitted core activity’ which includes a hybrid of financial lease and operating lease transaction for aircraft lease. 5. The IFSCA, in order to facilitate setting up of the Aircraft Leasing business in the International Financial Services Centres (hereinafter referred to as “IFSCs”) and in exercise of the powers conferred under section 12, read with section 13 of the IFSCA Act, 2019, hereby specifies the following framework for entities to get registered under Finance Company Regulations as a ‘Finance Company’ or a ‘Finance Unit’ for undertaking aircraft lease transactions: A. Applicability: This framework shall apply to all applicants desirous of seeking registration for one or more of the permissible activities specified under this Circular. B. Definition: For the purpose of this Circular: (i) “Aircraft Ground Support Equipment” shall have the same meaning as assigned to it under Explanation of the Gazette Notification number IFSCA/2022-23/GN/023- dated April 12, 2022, issued by the IFSCA. (ii) “Lessor” shall mean an entity registered with IFSCA as a Finance Company or a Finance Unit in accordance with Finance Company Regulations and - a. engaged in the business of providing aircraft or helicopter and engines of aircraft or helicopter or any other part thereof and/or aircraft ground support equipment under an operating lease, financial lease and/or a hybrid of financial and operating lease; b. any other related activity as may be specified by the Authority from time to time. Page 3 of 16 C. Eligibility and Registration Requirement: (i) An applicant desirous of undertaking permissible activities in IFSCs as a Lessor shall meet the eligibility criteria and other requirements as specified under the Finance Company Regulations including the following: (a) The applicant shall set-up operations in IFSC in the form of a Company or a Limited Liability Partnership (LLP) or a Trust or in any other form as may be specified by the IFSCA from time to time. (b) In case the applicant is a company, the ‘promoter’, as defined in the Companies Act, 2013, of the applicant shall be located in a Financial Action Task Force compliant jurisdiction. In case the applicant is an LLP or a Trust, the partners or the trustees, as the case may be, shall also comply with this requirement. (ii) An entity in IFSC, intending to undertake aircraft lease only through its wholly owned subsidiary(ies) setup in IFSC for the purpose, shall also be deemed to be a Lessor under this framework and it may make application for registration accordingly. D. Application for Registration: (i) An applicant desirous of undertaking permissible activities as a Lessor shall submit an application form in the format specified in Annexure hereunder to the IFSCA along with the application fees as specified in this Framework. (ii) An applicant shall not undertake permissible activities as a Lessor unless it has obtained a certificate of registration from the IFSCA under Finance Company Regulations. Explanation: An applicant desirous of undertaking ‘Asset Management Support Services’ for an asset other than as mentioned at clause 5 (E) (iii) of this Circular shall obtain a separate authorisation under the framework for enabling ancillary services at IFSC (Circular F.No. 206/IFSCA/Anc.Aux/2020-21 dated February 10, 2021), issued by the IFSCA. Page 4 of 16 Part I Aircraft Operating Lease E. Permissible Activities: A Lessor shall be permitted to undertake all or any of the following activities: (i) Operating lease for an aircraft lease arrangement including sale and lease back, purchase, novation, transfer, assignment, and such other similar transactions in relation to aircraft lease; (ii) Operating lease for an aircraft ground support equipment; (iii) Asset Management Support Services for assets owned or leased out by the entity or by its wholly owned subsidiary (ies) set up in IFSCs in India; (iv) any other related activity with the prior approval of the IFSCA. F. Capital Requirement: (i) A minimum owned fund of USD 200,000 or its equivalent in freely convertible foreign currency, is to be maintained at all times by the entity as specified in item no. 1 of Schedule of the Finance Company Regulations. Explanation: “Owned fund” for a Lessor under this framework shall mean the paid- up-capital and free reserves balance in share premium account and capital reserves representing surplus arising out of sale proceeds of asset, excluding reserves created by revaluation of asset, as reduced by accumulated loss balance, book value of intangible assets and deferred revenue expenditure, if any; (ii) In addition to (i) above, the IFSCA may specify maintenance of additional capital, as a risk management measure, based on the nature and scale of business of the Lessor. G. Fees An entity desirous of undertaking permissible activities under this Part shall pay to the IFSCA the following fees: (i) Application Fee: $ 1000 (one time) (ii) Registration Fee: $ 5000 (one time) (iii) Annual Fee: $ 3000 (second year onwards)