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Sector UpdateSector | 22 Update November | Financials 2020 Financials Technology RBI releases the Report of the Internal Working Group to Review RBI report on private sector banks’ ownership Extant Ownership Guidelines and Market share gains to accelerate for private sector banks Corporate Structure for Indian Private Sector Banks We view the RBI’s Internal Working Group (IWG) report related to the ownership of private sector banks as progressive in nature. a) Suggestions for corporate/industrial houses on how to get a banking license and b) allowing NBFCs (even belonging to industrial houses) above asset sizes of INR500b to get banking licenses would increase healthy competition, making the banking system more efficient, reducing intermediation cost, and ultimately increasing credit penetration in the system. Over the last five years, private sector banks have rapidly gained market share to ~30% (2020) from ~18% (2015), and we see this trend accelerating at a faster pace now. M&A opportunities may also increase in the system as corporates with deep pockets may adopt this route rather than building from scratch. Fit and proper criteria, increased surveillance on group entities, the maximum allowed promoter shareholding, and regulatory cost of CRR, SLR, etc. have been the key considerations thus far for applying and granting banking licenses. It remains to be seen how corporate India, NBFCs, and the RBI would approach the matter this time around, once final guidelines are out. Prima facie, we see IDFC Ltd, Bajaj Finance, L&TFH, Equitas, and Ujjivan to be key beneficiaries. Long-awaited opportunity for corporate/industrial houses One of the key suggestions in the report is to provide an opportunity for NBFCs with greater than INR500b corporate/industrial houses to get a share of the growing banking system pie. Apart asset size (1HFY21, INR b) from 2013 guidelines, the RBI has thus far been averse to corporate/industrial houses getting banking licenses. Even in the ‘on tap’ universal banking license guidelines of 2016, corporate/industrial houses were not allowed to participate. Some of them have a good understanding of the asset side via their NBFC arms. If allowed, they would give strong competition to incumbents and may come up with innovative solutions with no legacy baggage. We may see greater damage on the CASA / retail liability front, especially at inefficient banks, as these entities have a strong ecosystem and enjoy high levels of trust among people. NBFCs’ proven business model on the asset side; fixing the liability side NBFCs with assets sizes of INR500b+ and operating history should be given banking licenses. Even entities promoted by corporate/industrial houses are eligible for the same. In 2016, as per on tap licensing guidelines, NBFCs promoted by industrial Source: MOFSL, Company; Note: Consol. loans for ABCL, FY20 data for Tata Capital houses were not eligible. The report is also silent on the requirement (part of 2013 guidelines) of a maximum of 40% of total assets/revenues of the group coming from non-financial services. We believe certain NBFCs (including those promoted by industrial houses) have created niche capabilities, increased credit penetration in the system, and done a great job on the asset side. Even regulations for large-sized NBFCs are coming on par with banks now. Banking licenses may resolve the issues on the liability side – NBFCs had to suffer multiple shocks from events such as the GFC, Taper Tantrum, the demonization, the IL&FS crisis, and the COVID-19 pandemic. Considering shallow bond markets, dependence on banks for such entities is very high. Research Analyst: Nitin Aggarwal ([email protected]) |Himanshu Taluja ([email protected]) Alpesh Mehta ([email protected]) | Yash Agarwal ([email protected]) 22 NovemberInvestors 2020 are advised to refer through important disclosures made at the last page of the Research Report. 1 Motilal Oswal research is available on www.motilaloswal.com/Institutional-Equities, Bloomberg, Thomson Reuters, Factset and S&P Capital. Sector Update | Financials Reduction in intermediation cost; regulatory requirements remain a drag If NBFCs were given banking licenses, this would reduce overall cost of funds for them, which may ultimately be passed on to the customer. CRR of 3% and SLR of 18% remains a drag; however, they have come down significantly from 2013 (4.75% CRR and 24% SLR). Even expansion cost has reduced significantly owing to technological advancement. Furthermore, with continued liability crisis-related episodes, companies have sharply increased their liquid assets on the balance sheet to 10–18% of borrowings v/s earlier levels of 3–5%. Even the capital requirement from rating agencies is going up. Compliance with overall PSL may not be a big challenge, but they may need some concessions on sub limits. We see the regulatory requirement impact on near-term profitability to be a lesser consideration this time around. However, compliance with other requirements would remain a big concern. For example, Tata Sons withdrew its application in 2013 citing this as a key reason. Clearing the air on ownership structure The stance on promoters’ ownership has not been consistent across licensing guidelines by the RBI. The report clearly states promoters should hold at least 40% stake in the first five years and reduce it to sub-26% over the subsequent ten years (cumulatively 15 years). It also provides a level playing field to existing banks where promoter ownership is 15% or below – it states they should be given the opportunity to raise stake to 26%. This should be a positive for entities such as IIB, HDFCB/HDFC Ltd, etc. Furthermore, it suggests a maximum of 15% ownership for non-promoter entities v/s 10% currently (5% via the automatic route and 5% through RBI approval). NOFHC suggestion more practical – legal reforms important From 2013, the RBI introduced the Non-Operating Financial Holding Company (NOFHC) structure for new banking licenses for entities with interest in the other businesses and to ring fence the Banking business. Incrementally, the RBI is concerned about entities increasing stake in their own non-banking financial ventures or trying to acquire other financial services businesses with majority ownership. The report suggests NOFHC is not required in case there is no other business in the group. Accordingly, we see the possibility of a collapse in the holding company structure for Equitas, Ujjivan, IDFC First Bank (if IDFC sells the MF business), etc. Even for existing businesses such as ICICIBC, HDFCB, AXSB, and KMB, the NOFHC structure should only be pushed if there is tax-neutral status at NOFHC. Market share shift to accelerate Overall, we see the trend of a market share shift to accelerate (30% in 2020 v/s 18% in 2015) at a faster pace if the suggestions are implemented. Corporate/Industrial houses with deep pockets, a large ecosystem, and strong trust among people may give a tough time to incumbents, especially inefficient players. Overall, intermediation cost is expected to reduce and credit penetration to rise at the system level. Players such as PAYTM, FINO, etc. may come up with innovative solutions soon as IWG recommends a shorter period of three years (v/s five years) to convert into small finance banks (SFBs) from payments banks. The overall system is the crossroads where cost efficiency and the ability to generate high retail liabilities and best-in-class services would be the key going forward. We see M&A opportunities to also rise going forward. 22 November 2020 2 Sector Update | Financials Key recommendations by Internal Working Group Cap on promoters’ stake recommended to increase to 26% in the long run (15 years) The cap on promoters’ stake in the long run (15 years) may be raised from the current level of 15% to 26% of the paid-up voting equity share capital of the bank. This would be a positive for IIB as the promoter (Hinduja Group) showed interest to the RBI in raising stake in the bank. We further estimate that at current market price, promoters could infuse up to ~INR100b to increase stake up to ~26% in the bank v/s 14.68% currently. Overall, this recommendation is a positive move toward being ‘fair to all’ after allowing Mr. Uday Kotak to maintain up to 26% stake in the bank. This may also cement Kotak Bank’s promoter shareholding requirement case. Exhibit 1: Key promoter-driven banks’ shareholding Key promoter-driven banks (%) Promoter Stake (%) IIB 14.68% KMB 26.05% AUBANK 29.00% DCB 14.88% Source: MOFSL, Company NOFHC recommendation NOFHC should continue to be the preferred structure for all new licenses to be issued for universal banks. However, NOFHC may be mandatory only in cases where the individual promoters / promoting entities / converting entities have other group entities. Banks currently under the NOFHC structure may be allowed to exit from such a structure if they do not have other group entities. While banks licensed before 2013 may move to an NOFHC structure at their discretion, once the NOFHC structure attains a tax-neutral status, all banks licensed before 2013 shall move to the NOFHC structure within five years from the announcement of the tax-neutrality. Banks should not be permitted to form/acquire/associate with any new entity [subsidiary, JV, or Associate (>20% stake – signifying significant influence or control)] or make fresh investments in existing subsidiaries/JVs/associates for any financial activity. However, banks may be permitted to make total investments in a financial or non-financial services company, not a subsidiary/JV/associate, up to 20% of the bank’s paid-up share capital and reserves. We believe the recommendation to allow banks (currently under the NOFHC structure) to exit from a holding structure – if they do not have any other group businesses/entities – would be a positive as it removes the two-layered structure and benefits the shareholders of Equitas Holdings, Ujjivan Financial Services, and IDFC Ltd.