ARCs and Insolvency Resolution Plans – The Enigma of Equity vs Debt

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– By Sikha Bansal (resolution@vinodkothari.com)

This article has also been published in IndiaCorpLaw Blog, the same can be viewed here

A regulatory framework for asset reconstruction companies (ARCs) was introduced in India through the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act). This intended to put in place a system for clearing up non-performing assets (NPAs) from the books of banks and financial institutions. Over a decade later, the Insolvency and Bankruptcy Code, 2016 (IBC) was introduced with the objective of reorganisation and resolution of insolvent entities.

Although the common goal of both these legislation seems to be the cleaning or reconstruction of bad loan portfolios, it is important to understand the difference between the basic premises of these two laws: while the SARFAESI Act deals with ‘recovery’ and is more of a ‘class’ remedy, the IBC is about ‘resolution’ and intended to constitute a collective process. Given a common set of stakeholders involved under both these laws, there remains an obvious possibility of overlaps or inconsistencies. Read more →

RBI lessons ARCs on fairness

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A discussion on the fair practice code issued for ARCs

-Sikha Bansal and Kanakprabha Jethani

Introduction

Asset Reconstruction Companies (ARCs) are companies specializing in the business on acquiring non-performing assets and stressed assets of the banks and financial institutions and reconstructing them.

The Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI) accords the status of ‘financial institutions’ and ‘secured creditor’ to ARCs, such that an ARC acquiring bad loans is also able to exercise same rights and powers as the originator of the loan would have. This is explicitly stated in section 5 of SARFAESI.

Now, as they say, with great power, comes great responsibility; since, the business of ARCs involves frequent dealing with borrowers of loans, they must be guided by principles of fairness in their dealings with borrowers. Earlier, there were no guidelines with respect to fair practices of ARCs. However, after a gap of almost 20 years from the time the law was enacted, the Reserve Bank of India (RBI) through a notification dated 16.07.2020[1], issued a Fair Practices Code (FPC) for ARCs. It is noteworthy that in this span of 20 years, around 28 ARCs have been registered in India[2] and have an AUM of USD 14,583 million[3]. Further, the role and involvement of ARCs have increased multifold with IBC proceedings.

The FPC seeks to ensure fairness as well as transparency in the operations of ARCs, and calls upon the ARCs to put in place board approved FPC, grievance redressal mechanisms, code of conduct for recovery agents, etc. However, what is more important is that the FPC sets out principles for ARCs for sale and purchase of assets, as discussed below.

Acquisition of assets: follow arm’s length principle

While acquiring any asset, an ARC should maintain transparency and follow arms’ length principle and shall ensure there is no discrimination between sellers in the process of acquisition.

Notably, RBI has already prohibited ARCs to have bilateral acquisitions (that is, one to one transactions) from certain connected entities, e.g. sponsor banks/FIs, and group entities[4], irrespective of the consideration involved. However, auction purchases are allowed provided the auction is transparent, is on arms’ length and price is determined by market forces. This essentially entails that the auctions should be widely publicised, be open to all interested parties and be transparent in terms of bids submitted.

Sale of assets: be transparent

ARC should enable the participation of as many prospective buyers they can, so that actual market value can be determined of any asset. For that, the invitation shall be made public. The extant guidelines for conduct of ARCs[5] also require sale of assets through public auction only. Thus, this is just a reiteration of the existing guidelines.

Further, while finalising the terms and condition for sale of underlying assets, the ARCs shall consult the investors of security receipts (SRs).

Besides, a crucial provision in the FPC is the reference to section 29A of the Insolvency and Bankruptcy Code, 2016 (IBC), as discussed below.

The ‘spirit’ of section 29A

FPC mentions that the “spirit” of section 29A of IBC may be followed while dealing with prospective buyers”.

The reference to section 29A, most predictably, comes in the wake of rising involvement of ARCs in insolvency proceedings, either as sole or joint resolution applicants. Section 29A provides a list of persons who shall not be eligible to be a resolution applicant or a buyer of assets in case of a liquidation sale. The intent here seems to bar persons such as undischarged insolvents, wilful defaulters, a person whose accounts are classified as NPA, etc. from buying the assets. One concern with regard to section 29A is possible use of ARCs as devices to camouflage ineligible persons. Therefore, it is a logical and a positive step to add this restriction as a component of FPC for ARCs.

It is relevant to note that courts have held that the disability under section 29A is to be considered even where the sales are made by a secured creditor outside liquidation[6]. Say, what if the secured creditor assigns his rights and interest to an ARC? Will an ARC be debarred from selling the assets to a person hit by section 29A?

The issue has to be examined under two circumstances – first, where the borrower has been under insolvency proceedings of IBC and in case of liquidation, the secured creditor stands out of liquidation proceedings to sell the asset, and second, where there are no preceding IBC proceedings.

Considering the extant precedents surrounding section 29A, it can be contended that the contagion of section 29A might also hamper the freehand of ARCs in selling the assets whether or not the assets have been through IBC proceedings or not. However, one may note that the extant guidelines, on the contrary, permit the defaulting promoters to buy-back the assets from ARCs, provided the settlement is considered beneficial in certain respects[7].

Hence, ARCs would be required to take a balanced view on determining whether the sale is to be made to a prospective buyer or not. Notably, FPC does not impose section 29A, per se, on sales by ARCs, but advises the ARCs to follow the spirit of section 29A. The intent of section 29A has been to ensure that among others, persons responsible for insolvency of the corporate debtor do not participate in the resolution process[8].

Therefore, it may be contended that in case the assets are in or have passed through IBC proceedings, the provisions of section 29A will apply strictly, and in other cases, the ARCs should endeavour to abide by the intent of section 29A. The stance of the regulator may become clearer in due course of time.

Action points for ARCs

The following are actionables on the part of ARCs. We are of the view that, since the notification does not provide for any specific date of applicability, the same shall be immediately applicable. Hence, the FPC, incorporating the following, shall be formulated within reasonable time and may be adopted in the next board meeting.

Particulars Actionables
Measures to prevent harassment by recovery agents ·  Ensure that the staff and recovery agents are adequately trained to deal with customers and to handle their responsibilities with care and sensitivity, particularly in respect of aspects such as hours of calling, privacy of customer information

·  Adoption of code of conduct (as discussed above)

·  Ensure that the recovery agents and the staff of ARCs observe strict customer confidentiality.

·  Ensure that recovery agents do not induce adoption of uncivilized, unlawful and questionable behaviour or recovery process.
Charging of fees Put in place a board approved policy on management fee, expenses and incentives, if any, claimed from trusts under their management.
Outsourcing Put in place an outsourcing policy, approved by the Board, which incorporates, criteria for selection of activities to be outsourced as well as service providers, delegation of authority depending on risks and materiality and systems to monitor and review the operations of these activities/ service providers.
Grievance Redressal ·  Constitute a Grievance Redressal machinery which deals with the issue relating to services provided by the outsourced agency and recovery agents, if any.

·  Mention the name and contact number of designated grievance redressal officer of the ARC in communications with the borrowers.

Conclusion

As regards acquisition and realisation of assets, the extant directions provide for framing of acquisition policies and realisation plans. Further, as discussed, RBI from time to time, had been issuing directives regulating the sales by ARCs. The FPC, incorporating the provisions of section 29A, can be said to be an additional step in the same direction.

Insofar as conduct towards borrowers is concerned, before issue of the FPC for ARCs, there were no separate guidelines. However, this should not imply that ARCs were not required to act as such. As a matter of practice, the conduct of ARCs towards the borrowers should be guided by the behavioural principles and principles of fairness and equity.

The banks/financial institutions are anyway under the directions of RBI[9] to be fair in all respects in dealing with the borrowers. Therefore, it could not be said that an ARC which purchases loans from the banks/financial institutions could have all the powers of a secured lender but not the responsibilities. In the authors’ view, the responsibility to act fairly is tagged along with the right to enforce security. However, the FPC as issued now, concretises the concept of ‘fair practice’ for ARCs, and is a step in the right direction. With the FPC coming into force, practices of ARCs, which were earlier based on the market practice and varied largely, shall be unified.

[1] https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=11937&Mode=0

[2] List of ARCs on the website of the RBI (As in February 2020)

[3] https://www2.deloitte.com/content/dam/Deloitte/in/Documents/tax/in-tax-asset-reconstruction-companies-tax-regulatory-framework-noexp.pdf

[4] https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=11749&Mod e=0

[5] https://www.rbi.org.in/Scripts/BS_ViewMasCirculardetails.aspx?id=9901

[6] NCLAT ruling- https://nclat.nic.in/Useradmin/upload/20572042075dd3e35176572.pdf

[7] See para 5 of the ARC Guidelines

[8] Swiss Ribbons Pvt. Ltd. vs Union Of India (https://indiankanoon.org/doc/17372683/)

[9] Guidelines on Fair Practices for lenders- https://www.rbi.org.in/scripts/NotificationUser.aspx?Id=3315&Mode=0 and;

Fair Practice Code for NBFCs- https://rbidocs.rbi.org.in/rdocs/notification/PDFs/45MD01092016B52D6E12D49F411DB63F67F2344A4E09.PDF

CERSAI 2.0: A Preliminary Guide

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-Mahesh Jethani (finserv@vinodkothari.com)

All Scheduled Commercial Banks (including RRBs), Small Finance Banks, Local Area Banks, all Co-operative Banks, all NBFCs and All India Financial Institutions are required register creation of security interest over an asset with the Central Registry of Securitisation Asset Reconstruction and Security Interest of India (CERSAI).

An upgraded version of Security Interest portal i.e. CERSAI 2.0, is going to be released on August 3, 2020, which shall introduce some novel changes such as the offline functionality for adding security interest transactions and no maker-checker concept. In the following writeup we intend to explore the legal requirements for registering on CERSAI 2.0 and the process of registration along with scenario before and after the portal goes live.

The registration process is based on the limited study of the user manual for registration provided on the website of CERSAI.

Legal Requirement for Registration on CERSAI

The objective behind setting up of CERSAI is to have a centralised database for security interests provided in favour of financial institutions. For this purpose, various regulations require the financial/lending institutions to register creation of security interest, which are as follows:

RBI Guidelines and Notifications

Para 108 of Master Directions for NBFC-SIs[1] and para 94 of Master Direction for NSIs[2] makes it mandatory for applicable NBFCs to file records of equitable mortgages with the CERSAI.

Further, a notification[3] issued by the RBI, requires NBFCs to register the following, in addition to the security interest (mortgage) created through deposit of title deeds –

  1. Security interest in immovable property by mortgage other than mortgage by deposit of title deeds;
  2. Security interest created by way of hypothecation of plant and machinery, stocks, debts including book debts or receivables, whether existing or future;
  3. Security interest in intangible assets, being know how, patent, copyright, trademark, licence, franchise or any other business or commercial right of similar nature;
  4. Security interest in any ‘under construction’ residential or commercial or a part thereof by an agreement or instrument other than mortgage.

Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI Act)

The SARFAESI Act regulates securitisation, reconstruction of financial assets and deals with enforcement of security interest. Section 23 of the Act reads as under:

“The particulars of every transaction of securitisation, asset reconstruction or creation of security interest shall be filed, with the Central Registrar in the manner and on payment of such fee as may be prescribed“

Accordingly, all transactions of securitisation and asset reconstruction and creation of security interest are required to be registered.

CERSAI 2.0- Entity Registration Process

The Entity Registration functionality shall be accessible on the CERSAI 2.0 portal. In order to register details of security interest and access various functionalities available on the portal, entities must be registered. Post implementation of chapter IV-A of SARFAESI Act entities are broadly classified into three main categories –

  • Secured Creditors
  • Other Creditors
  • Revenue Authorities

Secured Creditors

The secured creditors can be any of the following entities- Public Sector Banks, Private Sector Banks, NBFCs, Security Trustees, RRBs, Cooperative Banks, ARCs, Factoring Companies, etc. Following shall be the registration process for secured creditors:

  1. On the portal Open Entity Registration Form using path Entity Registration -> Entity Registration
  2. User will get the following two modes of Entity Registration
    1. via CKYC
    2. via Digital signature

In case digital signature option is selected, it shall be ensured that the user has a valid Class III digital signature while registering the entity in the CERSAI 2.0 portal.

It is to be noted that users which are already using Digital Signature in CERSAI 1.0 can continue to use the same in CERSAI 2.0 also (irrespective of the class of Digital Signature) and once their Digital Signature expires they will have to procure a new Digital Signature of Class – III.

  1. The CERSAI 2.0 system will not enforce digital signature for the users with following roles: – Asset based Search – Debtor based Search – AOR search – Online Reports – MIS Reports – RMS Reports – Batch Reports. Except the above-mentioned roles, Digital Signature is mandatory for all other roles to login in CERSAI 2.0 system.
  2. Once the entity fills in the details such as employee Id, username, email ID, mobile number, date of birth, it can submit the form.
  3. Upon submission, an Entity Registration Form will open. The Form is divided into 3 tabs.
    1. First Tab is Entity User Details, which captures information related to the Entity which is being registered in CERSAI 2.0 portal.
    2. Second tab is Primary User Admin (PUA) 1 which captures information related to PUA1 of the Entity.
    3. Tab 3 captures the details of PUA2 of the entity.
  1. In the first tab, there is dropdown menu for Entity Category, which provides the following options to choose from:
    • Secured Creditor
    • ARC
    • Factoring Company
    • Revenue Authority
    • Other Creditors

The applicant shall select the appropriate category based on its nature of business.

  1. After selecting the entity category, the applicant shall choose from the drop down menu for Type of Entity, which has the following options:
    • NBFC Accepting Public Deposit
    • NBFC Not Accepting Public Deposit
    • Public Sector Bank
    • Private Bank
    • Foreign Bank
    • Intermediary
    • Housing Finance Company
    • Regional Rural Bank
    • Co-operative Bank
    • Security Trustee
    • Financial Institution
    • Local Area Bank
  2. After selecting the relevant category and entity type, and filling the mandatory details such as name, PAN, GSTIN, registration number, entity registration date, address and mail id, the applicant shall select the relevant role for which the registration is being done- such as Assignment of Receivable, Asset Reconstruction, Asset Search, AOR Search
  3. In second and third tab, the details of primary users are captured. The following mandatory details are required to be given: username, father/mother name, employee ID, email id, mobile number, date of birth, department and residential address. After filling the required details, form shall be submitted.
  4. Upon Submission, system will save the entity registration request in pending state and give a reference number to the user for tracking the entity registration request. The user shall then download the entity registration filled-up form, attach supporting documents and send to CERSAI office offline.
  5. Upon receiving the physical documents, CERSAI admin users will fetch the transaction from their Entity Registration queue and approve the request upon verifying the request against the physical documents sent by the user. If CERSAI admin user’s approval, the entity will be registered successfully, and system will send notification to the PAUs. However, if the CERSAI admin user rejects the request, the entity representative user will have to apply afresh.
  6. On successful registration of the entity, Entity Code will be generated, and system will automatically create two notional accounts for the entity in the Central Registry portal – Usable account and TDS Account.

Other creditors

In the other entities section, the following kinds of creditors may register themselves:

  • Individuals
  • BOI
  • HUFs
  • Sole Proprietorship.

The initial process shall be the same as that of registration of secured creditors (as explained above). However, the primary user tab shall not be there.

After filling all the mandatory fields and upon submission of the form, a link shall be generated for creation of password which shall be sent to the user email id provided while filling form.

After clicking on the said link, the user will enter User ID for which password need to be set. A Set Password Form will open and after filling all the mandatory fields and clicking on Reset button the password will be reset successfully.

User registered in CERSAI 2.0 portal, using Entity Registration – OC can now access the CERSAI 2.0 application using newly created User Id and Password.

Conclusion:

The new portal has come up with the solutions to technical flaws in the existing portal. However, it is yet to be seen if the CERSAI 2.0 brings some revolutionary change or is it just limited to technical upgradations. The CERSAI has also stopped taking registration requests till the new portal goes live. The registration process may have other knick knacks which shall come out once the process is operative.

 

[1]https://rbidocs.rbi.org.in/rdocs/notification/PDFs/45MD01092016B52D6E12D49F411DB63F67F2344A4E09.PDF

[2] https://rbidocs.rbi.org.in/rdocs/notification/PDFs/MD44NSIND2E910DD1FBBB471D8CB2E6F4F424F8FF.PDF

[3] https://www.rbi.org.in/Scripts/NotificationUser.aspx?Id=11439&Mode=0

 

EASE OF RECOVERY FOR NBFCS?

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–  Ministry of Finance relaxes the criteria for NBFCs to be eligible for enforcing security interest under SARFAESI

-Richa Saraf (richa@vinodkothari.com)

 

The Ministry of Finance has, vide notification[1] dated 24.02.2020 (“Notification”), specified that non- banking financial companies (NBFCs), having assets worth Rs. 100 crore and above, shall be entitled for enforcement of security interest in secured debts of Rs. 50 lakhs and above, as financial institutions for the purposes of the said Act.

BACKGROUND:

RBI has, in its Financial Stability Report (FSR)[2], reported that the gross NPA ratio of the NBFC sector has increased from 6.1% as at end-March 2019 to 6.3% as at end September 2019, and has projected a further increase in NPAs till September 2020. The FSR further states that as at end September 2019, the CRAR of the NBFC sector stood at 19.5% (which is lower than 20% as at end-March 2019).

To ensure quicker recovery of dues and maintenance of liquidity, the Finance Minister had, in the Budget Speech, announced that the limit for NBFCs to be eligible for debt recovery under the SARFAESI is proposed to be reduced from Rs. 500 crores to asset size of Rs. 100 crores or loan size from existing Rs. 1 crore to Rs. 50 lakhs[3]. The Notification has been brought as a fall out of the Budget.

Our budget booklet can be accessed from the link below:

http://vinodkothari.com/wp-content/uploads/2020/02/Budget-Booklet-2020.pdf

ELIGIBILITY FOR INITIATING ACTION UNDER SARFAESI

To determine the test for eligible NBFCs, it is first pertinent to understand the terms used in the Notification.

The Notification provides that NBFCs shall be entitled for enforcement of security interest in “secured debts”. Now, the term “secured debt” has been defined under Section 2(ze) of SARFAESI to mean a debt which is secured by any security interest, and “debt” has been defined under Section 2(ha) as follows:

(ha) “debt” shall have the meaning assigned to it in clause (g) of section 2 of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993 (51 of 1993) and includes-

(i) unpaid portion of the purchase price of any tangible asset given on hire or financial lease or conditional sale or under any other contract;

(ii) any right, title or interest on any intangible asset or licence or assignment of such intangible asset, which secures the obligation to pay any unpaid portion of the purchase price of such intangible asset or an obligation incurred or credit otherwise extended to enable any borrower to acquire the intangible asset or obtain licence of such asset.

Further, Section 2(g) of the Recovery of Debts Due to Banks and Financial Institutions Act, 1993, provides that the term “debt” means “any liability (inclusive of interest) which is claimed as due from any person by a bank or a financial institution or by a consortium of banks or financial institutions during the course of any business activity undertaken by the bank or the financial institution or the consortium under any law for the time being in force, in cash or otherwise, whether secured or unsecured, or assigned, or whether payable under a decree or order of any civil court or any arbitration award or otherwise or under a mortgage and subsisting on, and legally recoverable on, the date of the application and includes any liability towards debt securities which remains unpaid in full or part after notice of ninety days served upon the borrower by the debenture trustee or any other authority in whose favour security interest is created for the benefit of holders of debt securities.”

Therefore, NBFCs having asset size of Rs. 100 crores and above as per their last audited balance sheet will have the right to proceed under SARFAESI if:

  • The debt (including principal and interest) amounts to Rs. 50 lakhs or more; and
  • The debt is secured by way of security interest[4].

EFFECT OF NOTIFICATION:

An article of Economic Times[5] dated 07.02.2020 states that:

“Not many non-bank lenders are expected to use the SARFAESI Act provisions to recover debt despite the Union budget making this route accessible to more such lenders due to time-consuming administrative hurdles as well as high loan ticket limit.”

As one may understand, SARFAESI is one of the many recourses available to the NBFCs, and with the commencement of the Insolvency and Bankruptcy Code, the NBFCs are either arriving at a compromise with the debtors or expecting recovery through insolvency/ liquidation proceedings of the debtor. The primary reasons are as follows:

  • SARFAESI provisions will apply only when there is a security interest;
  • NBFCs usually provide small ticket loans to a large number of borrowers, but even though their aggregate exposure, on which borrowers have defaulted, is substantially high, they will not able to find recourse under SARFAESI;
  • For using the SARFAESI option, the lender will have to wait for 90 days’ time for the debt to turn NPA. Then there is a mandatory 60 days’ notice before any repossession action and a mandatory 30 days’ time before sale. Also, the debtor may file an appeal before Debt Recovery Tribunal, and the lengthy court procedures further delay the recovery.

While the notification seems to include a larger chunk of NBFCs under SARFAESI, a significant question that arises here is whether NBFCs will actually utilise the SARFAESI route for recovery?

 

[1] http://egazette.nic.in/WriteReadData/2020/216392.pdf

[2] https://m.rbi.org.in/Scripts/PublicationReportDetails.aspx?UrlPage=&ID=952

[3] https://www.indiabudget.gov.in/doc/Budget_Speech.pdf

[4] Section 2(zf) “security interest” means right, title or interest of any kind, other than those specified in section 31, upon property created in favour of any secured creditor and includes-

(i) any mortgage, charge, hypothecation, assignment or any right, title or interest of any kind, on tangible asset, retained by the secured creditor as an owner of the property, given on hire or financial lease or conditional sale or under any other contract which secures the obligation to pay any unpaid portion of the purchase price of the asset or an obligation incurred or credit provided to enable the borrower to acquire the tangible asset; or

(ii) such right, title or interest in any intangible asset or assignment or licence of such intangible asset which secures the obligation to pay any unpaid portion of the purchase price of the intangible asset or the obligation incurred or any credit provided to enable the borrower to acquire the intangible asset or licence of intangible asset.

[5] https://economictimes.indiatimes.com/industry/banking/finance/banking/not-many-nbfcs-may-use-sarfaesi-act-to-recover-loan/articleshow/74012648.cms

INSOLVENCY OF FSPS AND THIRD PARTY RIGHTS UNDER SECURITISATION CONTRACTS

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-Richa Saraf

(richa@vinodkothari.com)

 

The Insolvency and Bankruptcy Code, 2016 (“Code”) does not, in general, deal with insolvency of financial service providers (“FSPs”), as FSPs are seen to be systemic and complex structures with unique transactions in their kitty. However, the Dewan Housing Finance Corporation Limited (DHFL) collapse led to notification of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudicating Authority) Rules, 2019[1] (“Rules”) under Section 227 of the Code. The Rules applied the law to FSPs, with certain modifications[2]. The Rules, inter alia, with respect to third party assets, stipulates that the moratorium provisions will not apply to such assets or properties in custody or possession of the FSP, including any funds, securities and other assets required to be held in trust for the benefit of third parties. The Rules further state that the Administrator shall take control and custody of such third-party assets or receivables, but only for the limited purpose of dealing with them in the manner as may be notified by the Central Government.

Pending notification of clear rules with regard to third party assets with the FSPs, there were ambiguities, which demanded judicial intervention (see below). However, now, the Central Government has, vide notification dated 30.01.2020[3] (“Notification”), notified the manner in which third party assets in custody or possession of financial service providers (against whom insolvency proceedings have been initiated) has to be dealt with.

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RBI now allows ARCs to hold more than 26% shares

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By Mayank Agarwal ( finserv@vinodkothari.com )

Introduction

The ever-increasing volume of Non-Performing Assets has paralyzed the Indian banking sector, with the gross NPA figures reported to be around Rs. 8.4 lakh crores at the end of September 2017.[1] Forming around 12% of the total banking advances, the distressed Indian banking situation should have provided the Indian Asset Reconstruction Companies (ARCs) with a vast share of market to cater to and thus yield impressive results. However, the past few years have resulted in the contrary, with the Indian ARCs failing to live up to its expectations.

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APPLICATION UNDER SARFAESI- A Liberal Approach by the Supreme Court

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By Richa Saraf, (legal@vinodkothari.com) Read more →