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Do ARCs help resolve NPAs or just bail out banks?

With gross NPA levels of Rs2.17 lakh crore in March 2014 and a restructured portfolio of Rs3.30 lakh crore, of which a lot will become NPAs, banks will continue to sell NPAs to the ARCs.

 

Internationally, the bankruptcy codes and effective legal mechanisms ensure speedy disposal of NPAs in the normal course. Hence, asset reconstruction companies (ARCs) are mainly set up as special purpose vehicles to resolve stressed assets during systemic crises.
The Indian ARC experiment is unique. ARCs are set up as perpetual entities to fix festering NPAs, which result from reckless lending and the inability of the judicial system to adjudicate the matter speedily. But ARCs are no longer serving their purpose.


According to the RBI, ARCs constitute a supportive system for stressed asset resolution, rather than the last resort to dispose of NPAs by banks. It may be recalled that an NPA suffers from a time mismatch between cash flow with debt servicing and/or inadequacy of cash flow for debt servicing.


If the most likely estimate of cash flow of a distressed account shows moderate shortfall in debt-servicing capability, such NPAs can be restructured with a modest sacrifice by the lenders and sponsors. High cash flow inadequacy and consequent unviability leads to a liquidation of the NPA. Definition of the time mismatch has evolved over years, and currently, Reserve Bank of India (RBI) prescribes the limit at 90 days, beyond which, a default renders the account an NPA.


Banks are expected to sell the assets to ARCs at a stage when the assets have a good chance of revival and a fair amount of realisable value for rehabilitation and reconstruction. The reconstruction is generally not feasible within the 8-year limit imposed by RBI. Hence ARCs largely focus on liquidating the assets.


Set up by independent sponsors including some banks, ARCs have limited capital. Hence, ARCs’ major funding for NPA acquisition has been by issuing Security Receipts (SRs) to the seller banks for up to 95% of NPA acquisition cost with a minimum of 5% of the SRs being funded in cash by the ARCs under the popular 5:95 structure.


These SRs are serviced in terms of agreed cash flow waterfall, upon liquidation of the underlying assets by the ARC. Distribution from the cash flow first goes to meet expenses (including taxes), next for payment of management fee to the ARC, and thereafter for servicing of the SRs - redemption and payment of yield on SRs.


Servicing of senior SRs if any, has priority over servicing of junior/pari-passu SRs. The remaining surplus, i.e. upside, is shared between the ARC and the seller bank according to an agreed ratio. There is no penalty for shortfall in servicing SRs.


Acquisitions of NPAs by ARCs during 2003-07 also had senior SRs subscribed by ARCs. Senior SRs ensured that the ARCs could earn significant returns even if the recovery from  NPAs was a small fraction of the acquisition cost of the NPA, with the losses being absorbed by banks. Hence, from FY-2008, banks shunned SR based deals in favour of 100% cash deals, resulting in limited acquisition by ARCs characterised by resource constraints. As a result, the fourteen ARCs in the country clocked modest returns in FY-2012 and FY-2013 (see the table below).
 


There has been a substantial increase in public sector unit (PSU) banks’ gross NPAs, reaching Rs2.17 lakh crore in FY-2014, from Rs74,600 crore in FY-2011. Under duress to minimise provisioning amidst low profits and high NPAs, these banks returned with a 5:95 structure in the later part of FY-2014. However, this time all the SRs were pari passu (where creditors are paid as a ratio of their claim in total debt and without preference).


Zero sum game


Banks’ sale of NPAs to ARCs has so far been mostly with a view to postpone the provisioning. The 5:95 structure meets this purpose as it enables ARCs to bid aggressively for the assets due to ARCs’ 5% investment risk that is fully mitigated by the management fee of 1.5% to 2% per annum, of the acquisition cost.


For example, an NPA portfolio acquired for Rs100 crore that gets resolved at the end of 5th year and incurs a resolution cost of 4%, equally spread over the 5-year resolution period, and the management fee of 1.5% per annum on outstanding SRs, results in pre-tax Internal Rate of Return (IRR) of 19.3% to the ARC with an estimated 100% recovery despite a 15.4% write off, of the SRs.


For a 100% cash deal, for the same return of 19.3%, the acquisition cost to the ARC works out to Rs40 crore (40% of the acquisition cost in 5:95 structure). Such a low all-cash bid often entails immediate provisioning in the bank’s books for the deficit between net outstanding debt and the asset sale price.


To obviate such provisioning, the banks prefer a 5:95 structure. To induce more aggressive bidding, banks sometimes allow a 2% management fee. An ARC’s earnings comprise of the management fee, redemption of SRs, the yield (coupon) if applicable, and the potential upside. Since the management fee has a priority over other cash flows, the ARC’s portfolio-life-time return is significantly affected by phasing of the recovery.


With high gross NPA levels of Rs2.17 lakh crore in March 2014 and a CDR portfolio of Rs3.30 lakh crore, of which a significant part is likely to slip into NPAs, banks will continue to sell large numbers of NPAs to the ARCs under the 5:95 structure over the next several years to minimise provisioning.


Banks’ other major consideration for sale to ARCs is extremely tardy legal administration and enforcement. The government has recognised the need to remedy this, and the legal enforcement will have to be revamped urgently lest the country’s banking faces crisis.
The current management fee driven model of ARCs also needs to evolve into an equitable risk-reward sharing model. Such models can be put in place only if the banks shed their tendency to avoid provisioning.


A new organisation, called the NAMC has recently been proposed. It is supposed to work on taking over big ticket NPAs from banks and revive them. The second part of this two-part look at NPAs and asset re-construction will take a closer look at how these ideas will pan out in the future.


(Rajendra M Ganatra is Managing Director & CEO of India SME Asset Reconstruction Co Ltd-ISARC. He had over 25 years of experience in project finance, asset reconstruction and financial restructuring. The views expressed in above article are personal)

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COMMENTS

pvmaiya

2 years ago

What Hemalata Mohan has said is true. ARCs are not interested in any practical rehabilitation if the asset back up is some hypothecated assets like raw materials, stores etc usually given as security for working capital loans. Their so called success relates to asset stripping where the assets bought are mainly land and buildings. ARCs sell the land for consideration, some of which is under the table as black money in any land deal is estimated to be 40%. Some of the venturesome and aggressive ARCs therefore buy such assets without recourse to the bank which are naturally preferred by the banks. This seemingly attractive offer in some cases hides the pre-agreed underhand deals between top brasses of the ARC and the bank concerned. Also, Banks auction NPAs to ARCs to avoid staff accountability on malafide action of some officials.All said and done the banks are still the best agency to reduce NPAs and not the greedy ARCs keen on getting 30/40% return to their investors! Banks need to totally strengthen their recovery departments instead of waiting to dump NPAs on to the Trojan Horse called ARC.Sorry RBI and the GOI are ignorant of emerging scam.

REPLY

Rajendra M Ganatra

In Reply to pvmaiya 2 years ago

Whether a unit is sold as one unit or piecemeal is not the issue. Speedy sale is needed so that the asset is put to quick use. Existence of speedy legal process also induces seriousness in the defaulters.

Possibility of underhand dealing is low due to competitive bidding. Returns to ARCs are pretty low and would continue to be modest.

Hemlata Mohan

2 years ago

An account becomes NPA for many reasons, collusion/ cheating by borrowers being one. ARCs would have found their space if the defaulting borrower had huge tracts of land, but now as land is becoming more and more scarce, every other tangible asset including machinery is becoming a drag on the system. A better idea would be to forcibly revive these NPAs as substantial funds have been sunk in the system at the taxpayers' cost and the Government coming forward to give incentives for such risk taking. A banker knows( atleast on paper) his customer and his business best- this is the avowed principle. He should be the first one to identify causes and lend a helping hand- Until that happens the Bank- borrower- ARC nexus will continue, caressed by a tardy legal system which only pushes the interested parties into a deeper morass.

REPLY

Rajendra M Ganatra

In Reply to Hemlata Mohan 2 years ago

In UK's bankruptcy code the lenders drive restructuring or liquidation. The French law focusses on continuance of operations & employment. It has been observed that UK's creditor friendly code has delivered the best results. What is needed is that the assets are quickly taken over and sold in transparent manner by the lenders. When the system ensure that the defaulters cannot buy time, optimum results would be achieved. Forcible revival is not feasible. Speedy revival is.

Gopalakrishnan T V

2 years ago

ARCs in India is a very bad concept. The bad debts increases are mostly due to lack of adequate attention given to the professional management of the credit portfolio. The banks' boards and the defalting Companies cannot be said to be above Board and they have umpteen ways of raising loans from banks which do not necessarily include merit of the loan proposals based on economic viability and Techno;ogical feasibility. The banks have developed skills to generate NPAs and camouflage NPAs.The ARCs have become handy to dispose of NPAs and clean the blance sheet at periodical intervals. The way banks borad function,the possibility of banks colluding with ARCs to get rid of the loans at a price convenient to both cannot be ruled out.The loss borne by the banks are shared by the share holders, depositors, tax payers and the economy. Since the proportion of NPAs in banks advances portfolio has been at very high levels, the ARCs make a killing at every one's cost and this is justifiable is what needs to be researched. Bailing out banks by this process is neither desirable nor advisable as this acts as a moral hazard and needs to be condemned. There needs to be a holistic appoach in the management of banks' NPAs. ARC should come only as a very last resort when everything fails at Banks' level.

REPLY

Rajendra M Ganatra

In Reply to Gopalakrishnan T V 2 years ago

Very well said. Just that collusion between ARCs and banks is not possible since the NPA acquisition by ARCs is based on competitive bidding. Overall, ARCs have also not made killing. Their returns are modest. Plus you must have seen that shareholders the bellwether of ARC industry are seeking to exit!

Gopalakrishnan T V

In Reply to Rajendra M Ganatra 2 years ago

Thank you for the clarification. The lasting solution for containing NPAs in banks is to professionally discipline the banks and the borrowers for their acts of negligence in using the depositors' money.Bailing out banks as done by the Government now by inducting funds from tax payers kit is not pardonable. Genuine failure of loan accounts for reasons beyond the control of banks and the borrowers if any can be sold to ARCs,but then ARCs may not show the interest.In our system integrity and honesty are always suspect and for this Governance standards have to be ensured every where. Anyway good thoughts and good discussions by such presentations.Hope something would emerge from all these for the benefit of banks, their health

Rajendra M Ganatra

In Reply to Gopalakrishnan T V 2 years ago

Entirely agree with you. The PSU banks have lived with employee moral hazard for decades. There is power and authority without accountability. SK Jain's case is not unique. I hope the RBI's committee to look into governance of the banks' board will sanitise the boards. Accountability at all levels and clawback provisions will have to be introduced!

I agree the system integrity and honesty are major issues. These issues can be resolved. Good things are happening at the governance front and I expect banks will be revamped soon!

Shahid Parkar

2 years ago

Good one.. detailed, analytical and complete article.. Banking receprocation to NPA'S and a scheme to avoid provisioning ...

Ravindra

2 years ago

I do not know whom this kind of fooling helps in real terms. The Banks are able to get away reducing their NPAs "ON THE BOOKS". In real terms the risk continues till ARC has disposed off the assets, if at all. It would have been useful if there was a figure of the NPAs purchased in Crores and NPAs disposed off in Crores FOR THE SAME NPAS"

Smarak

2 years ago

Thought provoking and lucid. The restructuring details and ARC functionality is very easy to understand even for a layman.Awaiting the next instalment that would address the new policy of RBI that threatens to revamp the ARC functioning in a negative manner by restricting OTS resolution where inept legal framework creates hindrances in the way of asset liquidation.

REPLY

Ravindra

In Reply to Smarak 2 years ago

This is nothing but a glorified PONZI scheme

G Sampath Kumar

2 years ago

An excellent article on the current scenario of the sticky loans of Banks and the mounting pressure for provisioning. In addition to interesting facts and figures, the article elicits one to introspect what kind of role an SPV has to play in the coming days to come. Congrats to the writer of the article who has done a through research in the field and has given this wonderful article. Looking forward to the second part of the article.

REPLY

prakesh attaavr

In Reply to G Sampath Kumar 2 years ago

Agree Mr.Sampath, a good article. Congrats to the writer.

Sampath Kumar

2 years ago

An excellent article on the current scenario on portfolio of sticky loans of Banks and the mounting pressure for provisioning. In addition to interesting facts and figures, the article also elicits one to introspect the additional role of SPVs in asset reconstruction. Looking forward to the second part of the article.

G Sampath Kumar

Sunil Karunakaran

2 years ago

A fantastic thought provoking article! It provides great analytical insight to the business of sale/acquisition of NPAs by banks/ARCs.

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