SPECIAL ARTICLE Weak Bank Resolution Framework in India: Thumbs Up or Down?
Prashant Saran, Tulasi Gopinath
Do mergers improve performance of the transferee banks in the post-merger period? This paper endeavours to provide empirical evidence to this question based on five case studies: three compulsory mergers and two voluntary mergers of recent origin. An index of stock success and an index of flow success assess the performance impact on the balance sheets and income of these banks. There is evidence that one of the transferee banks associated with a compulsory merger appears to have registered underperformance after the event, though there are incipient signs of turnaround in the recent period. Merger was a performance booster for the other transferee banks. Based on these findings, the paper concludes that the approach adopted by the Reserve Bank of India delivered value to the banking sector.
Prashant Saran (psaran@sebi.gov.in) is with the Securities and Exchange Board of India and Tulasi Gopinath (tgopinath@rbi.org.in) is with the RBI.
T
The paper is organised into four sections. Section 1 briefly documents events preceding the five select mergers. Section 2 outlines the methodology employed for assessing the performance of the transferee banks in the post-merger period. Empirical estimates/results are analysed in Section 3. Concluding observations are enumerated in Section 4.
1 Events Preceding Select Mergers
As indicated earlier, for the purpose of this study, three recent compulsory mergers of “a”, “b” and “c” and two recent voluntary mergers of “d” and “e” are considered. The rationale for selecting these five case studies has been explained in Saran and Gopinath (2010), which is reproduced here: first, experience with recent case studies is a better guide for future; second, there has been a significant change in the legal recovery environment in the aftermath of the introduction of Securitisation and Reconstruction of Financial Assets and Enforcement of Securities Interest (SAR-FAESI) Act in 2002. And, third, easy availability of systematic and reliable data on recent mergers. Against the above backdrop, a brief enumeration of events leading up to the above five mergers is presented below:
Case ‘a’
The Reserve Bank of India (RBI) granted licence to “a” as a part of the policy to set up new private sector banks. The bank was promoted by a group of professionals and with the participation of international agencies as associates. The financial position of “a” started weakening in 2001 due to very high exposure to capital market, which had turned into problem assets and, as a result, it was put under close monitoring of RBI in 2002.
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Directions were issued r estricting dividend payment, prohibiting fresh advances to non-performing asset (NPA) accounts, entry into new lines of business, premature withdrawal of deposits of major shareholders, etc. Extension of time to publish the balance sheet was granted. Meanwhile, the bank’s position was continuously being monitored. The RBI inspection found that there was large divergence between the reported accounts and the RBI assessment of the NPAs and the required level of provisioning continued to be very large. The bank was not in a position to finalise the recapitalisation plan acceptable to the RBI. As the financial position of the bank was deteriorating progressively and the solvency of the bank was being seriously affected, the RBI had to place the bank under moratorium to protect the interests of the large body of small depositors of the bank and in the interest of the banking system. The select financial ratios of “a” at the time of imposing moratorium is presented in Annex 1 (p 109).
After the order of moratorium was served, an assessment was made of the available options. A few banks, including “A” which was interested in expanding its presence in south India, had indicated their interest in taking over “a”. On examination of relevant factors, a draft scheme of amalgamation of “a” with “A” was put in public domain for suggestions. Based on the suggestions received, a revised scheme was sent for government approval. With necessary approval of and notification by the government, the branches of “a” opened as branches of “A”.
Case ‘b’
The bank “b” was established with its headquarters at a small town in western India. The bank held a small amount of capital and was urged to augment this to reach the minimum prescribed standard of Rs 300 crore net worth laid down in the guidelines on ownership and governance in private sector banks. In view of the deterioration in the financial health of the bank, it was placed under monthly monitoring of the RBI. The central bank identified serious financial, operational and managerial weaknesses that warranted a definite plan for corrective action. The RBI sensitised the promoters/directors of the bank about the immediate need for capital augmentation so as to make the net worth positive and comply with the minimum regulatory capital requirement. As the bank failed to comply, the RBI with no other option but to take necessary regulatory measures under the powers of the relevant statutes, on approval from the government imposed a moratorium for the period of three months. The financial health of “b” at the time of imposing moratorium is presented in Annex 1.
An expression of interest for acquisition of “b” was received from “B” following the moratorium. As the proposal was acceptable to the RBI, a draft scheme of amalgamation of “b” with “B” was prepared and placed on the RBI website for feedback and suggestions. After considering the suggestions, the scheme was sent to the government for sanction. The Government of India sanctioned the draft scheme and the scheme for amalgamation was to come into force on a specified date. However, the scheme was contested in the court. Nevertheless, on upholding the scheme by the highest court, the Government of India issued
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EPW
a notification bringing into force the scheme of amalgamation of “b” with “B”.
Case ‘c’
Bank “c” was established with its headquarters at a small town in western India. The bank was placed under monthly monitoring on account of its poor financials, especially high level of NPAs. A set of 13 directions relating to maintenance of capital to risk weighted asset ratio (CRAR), reduction of high cost deposits, reduction of NPAs, restriction on opening of branches, etc, was issued to the bank. In addition, the RBI attempted to persuade the bank to take expeditious steps to augment its capital funds in order to comply with the capital adequacy norms and also the requirement of a minimum net worth of Rs 300 crore laid down in the guidelines on ownership and governance. In the meantime, however, the financial position of the bank further deteriorated with a net loss of over Rs 106 crore for the second consecutive year. The bank was unable to come up with any credible plan to raise fresh capital to bring its CRAR to the prescribed level, as a proposal of capital infusion by a group of investors was not acceptable to the RBI on prudential and other considerations such as “fit and proper” issues. Subsequently, the CRAR of “c” turned negative. Given the deteriorating financial position and to preclude the possibility of a run on the bank, government, on an application from the RBI, issued an order of moratorium. The financial health of “c” at the time of imposing moratorium is presented in Annex 1.
During the period of moratorium, the RBI considered various options, including amalgamation of “c” with any other bank. The RBI received expression of interest from 17 entities for taking over/restructuring “c”, on examination of which, it was found that proposal from “C”, apart from embodying greater synergy with “c” and regulatory comfort vis-à-vis capital adequacy and NPA management, offered the highest compensation to the shareholders, upfront. Thus, a draft scheme of amalgamation of “c” with “C” was placed on the RBI website for feedback and suggestions. After considering the suggestions/objections, the scheme was sent to the government for sanction. The government sanctioned the scheme and the amalgamation of “c” with “C” became effective subsequently.
Case ‘d’
The bank “d” was established with its headquarters at a town in north India as part of the policy to set up new private sector banks. The bank had a state-of-the-art technological architecture with a major presence in the north, especially in Punjab, Haryana and Delhi focusing on small and medium enterprises (SMEs) segment and agriculture. The financial health of the bank came under stress as manifested in CRAR falling below the regulatory minimum and ROA turning negative. The financial health of “d” at the time of merger is presented in Annex 1.
Bank “D” had a strong presence in the west, particularly in Maharashtra and Goa and the south with a thrust on retail banking. The combined entity of “D” and “d” would have a nation-wide presence in retail, agriculture and SMEs segment. On account of the positive externalities in terms of revenue and cost synergies,
SPECIAL ARTICLE
boards of the two banks approved the scheme of merger between them and sought RBI approval. On examination of the proposal from various angles including compliance with regulatory and legal requirements, the RBI granted its approval and accordingly the “D”-“d” merger came into being.
Case ‘e’
Bank “e” was established with its headquarters at a small town in western India. The bank had a major presence in Maharashtra and thin presence in Karnataka, Gujarat, Andhra Pradesh, Tamil Nadu, Delhi and Goa. About 50% of the branches of “e” were in rural and semi-urban areas. The performance of “e” was deteriorating and the CRAR was negative at 64% and the ratio of net NPA to net advances was over 7%. The select financial ratios of “e” at the time of merger are presented in Annex 1.
Bank “E” is a big new generation private sector bank, contemplating implementation of a comprehensive strategy for rural banking. The boards of “E” and “e” approved the merger resolution as it was felt that the proposed amalgamation would be beneficial to depositors, creditors and employees of “e” and would be a strategic fit for “E”. An application was then forwarded to RBI for the approval of the scheme of amalgamation, which the central bank examined from the point of view of adherence to the relevant guidelines, legal requirements, effect on balance sheet of “E”, available synergies and prospects of the transferee bank. As the proposal was satisfactory on all these counts, RBI approved the scheme and the merger became effective subsequently.
It is evident from the foregoing case studies that in the process of resolving weak banks, RBI was confronted with substantially different set of regulatory, supervisory and legal challenges. It is also clear that the process was carried out in a consultative and transparent manner. In all the above cases, the interests of the depositors were fully protected without any recourse to the Deposit Insurance Credit Guarantee Corporation (DICGC). On imposition of a moratorium, the draft amalgamation scheme was in the public domain within two days in two of the three of the compulsory merger case studies; none of the three compulsory merger case studies involved regulatory forbearance. Shareholders were not compensated except in one case study wherein the weak bank had a positive net worth at the time of amalgamation.2
2 Methodology, Data Sources and Limitations
Mergers of banks, especially voluntary ones, result in overall benefits to the stakeholders only when the consolidated postmerger bank is more valuable than the simple sum of the two separate pre-merger banks. The primary cause of this gain in value is supposed to be the performance improvement following the amalgamation. The research for post-merger performance gains has focused on any one of the following areas, namely, efficiency improvements, increased market power, or heightened diversification (Pilloff and Santomero 1996).
This paper focuses on measuring efficiency improvements. Efficiency improvements for a bank involve two aspects of solvency and sustainable profitability and the interplay between
106 them. Solvency affects bank’s balance sheet while profitability affects bank’s income and hence these are referred as stock and flow aspects of a bank, respectively (Bolzico et al 2007). Improved efficiency in general signifies the ability to profit from scale economies, scope economies or marketing efficiency. Scale economies may enable the surviving/transferee bank to augment the customer base, while scope economies may facilitate increasing the market share of the targeted customer activity/base by offering more products and services. The transferee bank may also generate greater revenue by cross-selling various products of each merger partner to customers of the other partner.
The post-merger income position of the surviving/transferee bank needs to improve on an ongoing basis by reducing expenses and increasing income so that rising profitability will enable the bank to boost capital and improve its solvency and economic viability. In this paper, evaluation of merger-related gains of the transferee banks is attempted on the basis of the accounting data approach,3 under which both the pre-merger and post-merger performance of transferor banks using accounting data is compared to determine whether amalgamation leads to changes in stock and flow aspects. Data from both premerger and post-merger periods are used in the analysis and evaluated for evidence of a change in the performance around the merger event.
Generally speaking, the transferee bank in a merger case tends to acquire large holdings of troubled assets of the weak transferor bank and thereby have high provisioning costs and must provide for losses on a significant portion of these assets. This reduces net earnings and, eventually, capital. Thus, for merger to have positive impact on the balance sheet of the transferee bank, during the post-merger period, while NPAs and loan loss provisions as a ratio to total loans should come down, ratio of capital to assets needs to rise. Therefore, in this paper, the stock aspects of the bank performance are represented by three ratios, viz, gross NPA to gross advances, loan loss provisions to gross advances and capital to assets. On the other hand, the flow aspects of the bank performance are represented by the structural determinants of profitability, viz, ratio of net interest income to total assets, non-interest income to total assets, operating expenses to total assets and net profits to total assets.
The structural determinants of profitability are those items of income and expense that satisfy three conditions: they arise from the operational activities of a bank, can properly be considered sustainable, and are not particularly subject to misrepresentation. They are the core income and expense items of a bank, and are determined by essential banking factors such as the asset/client base size, profit margins, capitalisation and cost efficiency. It is the basic hypothesis that for a bank operating in a competitive market, these factors are relatively stable and the past behaviour of the structural determinants may therefore be considered a fair indication of the future. In the analytical framework, these are the best indicators of the earnings trend, because it reflects the evolution of the main underlying factors of the banking business (Rodrigo 2002). Gross operating income, defined as the difference between structural income and
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expenses, should be sufficient to cover provision charges that would adequately fund the reserves for loan losses and contingent liabilities and provide an attractive return on assets, after income taxes. These stock and flow indicators are analysed both before and after the merger event to gauge the impact of merger on bank performance.
The data required for the estimation of the model presented above are sourced from the off-site returns submitted by banks (OSMOS) to the RBI. The frequency of the data is annual.
3 Empirical Results
This section presents the empirical results obtained on the basis of the above-mentioned methodology. However, as a prelude, the stock market reaction to the compulsory merger announcements of the three compulsory merger case studies are analysed below:
Stock Market Reaction
Amalgamation of ‘a’ with ‘A’: The stock market reacted negatively as the share prices of “A” and “a” fell sharply, as evident from the Figures 1.1 and 1.2 below, following the announcement of the draft amalgamation scheme of “a” with “A”. In other words, the value of wealth created by the proposed merger declined in the post-merger period as compared to the pre-merger period.
amalgamation, as observed in Figures 1.4 and 1.5, meaning thereby that the value of wealth creation by the proposed merger rose post-merger.
Transferee Bank Post-Merger Performance
Empirical results relating to assessment of the transferee bank performance based on the accounting ratios for pre- and postmerger periods are presented in Tables 1 and 2 (p 108). The following findings are discernible from the ratios presented in the tables.
‘A’
| 275 Figure 1.1: Share Price of ’A’ on BSE | 16 Figure 1.2: Share Price of ’a’ on NSE | indices during the post-merger period as a whole, an attempt is made to see whether |
|
|
there are any incipient signs of turnaround |
| in the performance of “A” recently. Indices | ||
|
|
of stock and flow success are computed on |
| a three-yearly rolling basis since the merger | ||
|
event and are presented in Annex 2 and | |
|
|
Annex 3 (p 109). As can be observed, index |
215 230 245 260 0 4 8 12 Scheme of merger Draft merger scheme Amalgamation of ‘b’ with ‘B’: The share price of “B” declined sharply as may be observed from Figure 1.3 in the immediate aftermath of the draft
Figure 1.3: Share Price of ’B’ on BSE
scheme of amalga-195 mation of “b” with “B” being posted on 185 the RBI website. Bank “b” was not listed and
175
Draft scheme on website hence could not be observed during the corresponding period. 165
Amalgamation of ‘c’ with ‘C’: Unlike in the case of the earlier merger cases, the share prices of both “C” and “c” went up in the immediate aftermath of the announcement of the draft scheme of
of stock success was positive during each of the three-year rolling average periods. Index of flow success turned positive during the last three-year rolling average period ending March 2010. It, thus, appears that by end-March 2010 “A” has completely shed the baggage of acquired net liabilities of “a”.
‘B’
Figure 1.4: Share Price of ‘C’ on BSE Figure 1.5: Share Price of ’c’ on NSE• Decline in the ratio of NONII to assets ob
130 26
Draft merger scheme Moratorium
Merger scheme
possibly be arrested and reversed in future
120
by virtue of enhanced viability.
22 20
‘C’
110
18
• Considerable progress has been achieved
by “C” in addressing both the stock and
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Table 1: Ratios of Stock and Flow Measures: Pre- and Post-Amalgamation (in %)
‘A’1 ‘B’2 ‘C’3 ‘D’4 ‘E’5 Pre Post Pre Post Pre Post Pre Post Pre Post
GNPA/GA 6.0 4.0 6.9 2.7 2.2 1.5 10.1 3.0 2.4 5.4
PLL/GA 3.2 3.2 4.2 2.3 0.7 0.5 6.4 1.6 1.2 3.0
PUC/A 0.6 0.3 0.3 0.4 0.8 0.4 2.5 0.8 0.5 0.4
OE/A 1.7 1.4 1.8 1.5 0.7 0.8 4.9 3.7 2.0 2.2
NII/A 3.2 2.3 2.9 3.0 0.4 0.7 3.6 2.8 1.8 2.1
NONII/A 1.3 0.9 1.6 1.2 1.0 1.1 2.1 2.3 2.1 2.6
PAT/A 1.2 1.1 0.8 1.2 0.5 0.5 -0.8 0.5 1.0 1.0
1 Pre- and post-merger periods consist of five years and six years, respectively. 2 Pre- and post-merger periods consist of four years each. 3 Pre- and post-merger periods consist of three years each. 4 Pre- and post-merger periods consist four years and two year, respectively. 5 Pre- and post-merger periods consist of three years each. GNPA= Gross NPA; GA = Gross Advances; PLL = Provisioning for Loan Losses; PUC = Paid Up Capital; OE = Operating Expenses; A= Assets; NII = Net Interest Income; PAT = Profit After Tax. The year of merger is included in the pre-merger period, if there were more than six months in that year, after the occurrence of merger, excluding month of merger. Otherwise, it is included in the post-merger period.
Table 2: Post-Amalgamation Improvement of Bank Performance* (in %)
Progress in Addressing Stock Effects Progress in Addressing Flow Effects Decline in Decline in Increase Index of Decline Increase Increase Increase Index of GNPA/GA PLL /GA in Capital/ Stock in OE/ in NII/ in NONII/ Profits/ Flow Assets Success# Assets Assets Assets Assets Success#
| ‘A’ | 33.3 | 0.0 | -50 | -5.6 | 17.5 | -28.1 | -30.8 | -8.3 | -12.4 |
|---|---|---|---|---|---|---|---|---|---|
| ‘B’ | 60.9 | 45.2 | 33.3 | 46.5 | 16.7 | 3.4 | -25.0 | 50.0 | 11.3 |
| ‘C’ | 31.8 | 28.6 | -50.0 | 3.5 | -14.3 | 75.0 | 10.0 | 0.0 | 17.7 |
| ‘D’ | 70.3 | 75.0 | -68.0 | 25.8 | 24.5 | -22.2 | 9.5 | 106.3 | 29.5 |
| ‘E’ | -125.0 | -150.0 | -20.0 | -98.3 | -10.0 | 16.7 | 23.8 | 0.0 | 7.6 |
* Measured as percentage change in ratio between pre- and post-amalgamation period. # Calculated as simple averages of three indicators in each category. GNPA= Gross NPA; GA = Gross Advances; PLL = Provisioning for Loan Losses; PUC = Paid Up Capital; OE = Operating Expenses; A= Assets; NII = Net Interest Income; PAT = Profit After Tax.
flow effects arising out of merger. Index of stock success rose by 3.5% on the back of robust decline in bad loans and provisioning ratios, notwithstanding decline in capital vis-à-vis assets.
‘D’4
‘E’
• The stock effects of merger worsened as the overall index of stock success slid by 98.3% in post-merger period.
4 Concluding Observations
Resolution of weak/failing banks is critical as it embodies the potential for preventing contagion in and improving viability of the banking industry. This is particularly of significance for emerging market economies characterised by institutional weaknesses. In this context, the relevant question is do M&As lead to augmented viability of transferee banks. This paper attempts to provide empirical evidence to this question in the Indian context based on the select five cases studies, three compulsory mergers and two voluntary mergers of recent origin. The paper estimates the index of stock success and index of flow success for the post-merger period for these transferee banks. While the former measures the health indicators of the balance sheet, the latter gauges the health indicators of the profit and loss account of these banks. Barring bank “A”, all other transferee banks’ viability, assessed on the basis of both the indices, has improved significantly during the post-merger period. These banks were able to post efficiency gains, manifest in the form of its ability to profit from scale and scope economies and/or marketing efficiency through offering more products/services and/or cross selling various products. Evidently and generally, as a result, while NII and NONII rose, operating expenses and provisioning for loan losses fell in the post-merger period. However, “A” does not seem to have harvested such potential benefits from the merger, as reflected in a sliding NII and NONII. Nevertheless, in the case of “A”, there is evidence to suggest that the adverse merger impact on performance has tapered off and there are incipient signs of turnaround. Thus, the approach to weak bank resolution adopted by the RBI has delivered value to the Indian banking sector.
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Notes
1 For the purpose of this study, amalgamation and merger are used interchangeably.
2 In compulsory amalgamation under section 45 of the Bank Regulation Act, 1949, shareholders are not completely precluded from getting compensation. The scheme of amalgamation provides for final valuation of the Not Readily Realisable Assets at the end of 12 years. If there is a surplus after adjusting the liabilities, the shareholders get compensation on a pro rata basis.
3 In the literature, there is an alternative approach known as market data approach under which the value-weighted sum of acquirer and target returns, as measured by the relevant stock market indices, is the measure of overall gains stemming from merger and acquisition activity (Pilloff and Santomero, 1996). However, this approach is not favoured basically for two reasons: some of the banks involved in select BR case studies were not listed and, Indian stock market reactions may not necessarily reflect perceptions of a true market as the floating stock of listed company/bank in India is limited with two banks being in the public sector.
4 “D” has since merged with another leading private sector bank.
References
Bolzico, Javier, Yira Mascaró and Paola Granata (2007): “Practical Guidelines for Effective Bank Resolution”, Policy Research Working Paper 4389, World Bank, November.
Pilloff, Steven J and Anthony M Santomero (1996): “The Value Effects of Bank Mergers and Acquisitions”, The Wharton School, 97-07, University of Pennsylvania, October.
Rodrigo, Luís Rosa Couto (2002): “Framework for the Assessment of Bank Earnings, Financial Stability Institute”, Bank for International Settlements, September.
Saran, Prashant and Tulasi Gopinath (2010): “Resolution of Weak Banks: The Indian Experience”, Vol XLV, No 2, Economic & Political Weekly, 9 January.
Annex 1: Salient Financial Ratios of Transferor Banks
(At the time of imposing moratorium on ‘a’, ‘b’ and ‘c’ and at the time of merger of ‘d’ and ‘e’)
Ratio ‘a’ ‘b’ ‘c’ ‘d’ ‘e’
CRAR -27.68 -0.74 7.72
-1.99 -63.90 Core CRAR (%) -27.68 -1.99 -0.74 4.95 -63.90 Coverage Ratio -32.88 -1.13 -3.56 1.76 -19.31 Efficiency (Cost Income) Ratio 436.30 130.83 71.50 76.85 182.35 Interest Spread (Qtr) -0.26 0.70 0.65 0.77 1.02 Interest spread -0.26 1.72 1.41 1.43 2.95 Net NPAs to Net Advances 32.66 6.86 7.86 4.39 7.25 OP to Total working funds -0.55 -0.73 0.59 0.55 -2.88 Return on Equity 5.51 -39.24 -51.25 0.66 134.70 Return on Total Assets -0.92 -0.73 -0.79 0.03 -24.28 Staff Expenses to Total Income 9.57 17.91 17.85 11.73 56.36
OP: Operating Profits. Source: OSMOS.
Annex 2: Ratio of Stock and Flow Measures of ‘A’: Post-Amalgamation
(On a three-year rolling average basis)
GNPA/GA PUC/TA NII/TA PAT/TA
PLL/GA OE/TA NonII/TA
Mar-07 6.1 5.4 0.4 1.5 2.6 0.9 1.3 Mar-08 3.8 3.2 0.3 1.4 2.3 0.8 1.1 Mar-09 2.3 1.6 0.3 1.3 0.8
2.0 0.9 Mar-10 1.9 1.9 0.8
1.0 0.2 1.2 0.9 Source: Calculated by the author.
Annex 3: Improvement in Performance of A: Post Amalgamation
(On a three-year rolling average basis)
Progress in Addressing Stock Effects Progress in Addressing Flow Effects Decline in Decline in Increase in Index of Decline in Increase in Increase in Increase in Index of GNPA /GA PLL /GA Capital/Assets Stock Success OE/Assets NII/Assets NONII/Asset Profits/Assets Flow Success
Mar-08 37.7 40.7 -25.0 17.8 6.7 -11.5 -11.1 -15.4 -7.8 Mar-09 39.5 50.0 0.0 29.8 7.1 -13.0 0.0 -18.2 -6.0 Mar-10 17.4 37.5 -33.3 7.2 7.7 -5.0 0.0 0.0 0.7
Source: Calculated by the author.
