Draft Guidelines for ‘on tap’ Licensing of Universal Banks in the Private Sector - ربی - Reserve Bank of India
Draft Guidelines for ‘on tap’ Licensing of Universal Banks in the Private Sector
Preamble The Reserve Bank of India (RBI) had issued guidelines for licensing of new banks in the private sector on February 22, 2013. Reserve Bank issued in-principle approval to two applicants and they have since established the banks as per the licences. Recognising the need for having an explicit policy on banking structure in India in line with the recommendations of the Narasimham Committee, Raghuram G. Rajan Committee and other viewpoints, the Reserve Bank came out with a policy discussion paper on Banking Structure in India – The Way Forward on August 27, 2013. On a thorough examination of the pros and cons, the discussion paper made a case for reviewing the current ‘Stop and Go’ licensing policy and considering a ‘continuous authorisation’ policy on the grounds that such a policy would increase the level of competition and bring new ideas in the system. The feedback on the discussion paper broadly endorsed the proposal of continuous authorization with adequate safeguards. Further, the first Bi-monthly Monetary Policy Statement 2014-15 announced on April 1, 2014, inter alia, indicated that on issuing in-principle approval for new licences, the Reserve Bank will start working on the framework for on-tap licensing as well as differentiated bank licences, building on the Discussion Paper and using the learning from the recent licensing process. Based on the experience of licensing two universal banks in 2014 and that of granting in-principle approvals for Small Finance Banks and Payments Banks, the Reserve Bank has now worked out a new framework for granting licences for universal banks on a continuous basis. Accordingly, the following set of guidelines are proposed. 2. Guidelines (A) Eligible Promoters (i) Existing non-banking financial companies (NBFCs), that are ‘controlled by residents’ [as defined in FEMA Regulations, as amended from time to time], and that have a successful track record for at least 10 years will be eligible to convert into a bank or promote a new bank. If considered eligible for promoting / converting into a bank, they will have to comply with the requirements laid down in these guidelines as also the conditions specified in paragraph 2 (J) below. (ii) Individuals / professionals who are residents [as defined in FEMA Regulations, as amended from time to time] having 10 years of experience in banking and finance, would be eligible to promote banks, singly or jointly. (iii) Entities / groups in the private sector that are ‘owned and controlled by residents’ [as defined in FEMA Regulations, as amended from time to time] and have a successful track record for at least 10 years, provided that if such entity / group has total assets of ₹ 50 billion or more, the non-financial business of the group does not account for 40 per cent or more in terms of total assets / in terms of gross income. (B) ‘Fit and Proper’ criteria The Promoters / Promoter Groups1 should be ‘fit and proper’ in order to be eligible to promote banks. RBI would assess the ‘fit and proper’ status of the applicants on the basis of the following criteria: (i) Where promoters are individuals
(ii) Where promoters are entities / NBFCs
(C) Corporate structure I. Structure without NOFHC i) In the case of promoters being individuals or standalone promoting / converting entities who / which do not have other group entities, the requirement of Non-Operative Financial Holding Company (NOFHC) is not mandatory and such promoters would have the option of setting up / converting into a banking company under the Companies Act, 2013. However, in case other group entities are proposed to be established after the bank is incorporated, the bank should move to the NOFHC structure. ii) In case the proposal is for setting up / conversion into a bank, any change in shareholding within the promoting / converting entity, from the date of application to the RBI, as a result of which a shareholder acquires or transfers 5 per cent or more of the voting equity capital of the promoting / converting entity, shall be with the prior approval of RBI. II. Structure with NOFHC In case the individual promoters / promoting entities / converting entities have other group entities, the bank shall be set up only through a NOFHC. In such cases, the following conditions will be applicable: Structure and activities (i) The NOFHC shall be registered with RBI as a non-banking financial company (NBFC). (ii) The NOFHC shall be owned by the Promoter / Promoter Group to the extent of not less than 51 per cent of the total paid-up equity capital of the NOFHC. (iii) The NOFHC shall hold the bank as well as all the other financial services entities of the Group regulated by RBI or other financial sector regulators. The objective is that the Holding Company should ring fence the regulated financial services entities of the Group, including the bank from other activities of the Group i.e., commercial, and financial activities not regulated by financial sector regulators and also that the bank should be ring fenced from other regulated financial activities of the Group. (iv) Only those regulated financial sector entities in which the individual Promoter/s / group have significant influence or control2 will be held under the NOFHC. (v) The financial services entities whose shares are held by the NOFHC cannot be shareholders of the NOFHC. (vi) Apart from setting up the bank, the NOFHC shall not be permitted to set up any new financial services entity for at least three years from the date of commencement of business of the NOFHC. However, this would not preclude the bank from having a subsidiary or joint venture or associate, where it is legally required or specifically permitted by RBI. (vii) The general principle for reorganization of the activities in the group is that all activities permitted to a bank under Section 6 (a) to (o) of Banking Regulation Act, 1949 shall be carried out from the bank. In this context, it is clarified that : (a) RBI requires certain specialised activities, such as, insurance, mutual funds, stock broking, infrastructure debt funds, etc. to be conducted through a separate Subsidiary / Joint Venture / Associate structure; (b) There are certain activities such as credit cards, primary dealers, leasing, hire purchase, factoring, etc., which a bank can conduct either from within the bank or through a separate outside structure (Subsidiary / Joint Venture / Associate). Accordingly, the activities at (a) above and activities at (b) above which are to be / proposed to be carried out outside the bank may be carried out through separate financial entities under the NOFHC. However, if the Promoters desire to continue existing specialized activities from a separate entity proposed to be held under the NOFHC, prior approval from RBI would be required and it should be ensured that similar activities are not conducted through the bank. Further, the activities not permitted to the bank would also not be permitted to the group i.e entities under the NOFHC would not be permitted to engage in activities that the bank is not permitted to engage in. Shareholding (viii) Individuals and companies, directly or indirectly connected with large industrial houses3 may be permitted to participate in the equity of a new private sector bank to the extent of less than 10 per cent and shall not have controlling4 interest in the bank. Such shareholders shall not have any Director on the Board of the bank on account of shareholder agreements or otherwise. The limit of less than 10 per cent would apply to individuals and all inter-connected companies belonging to the concerned large industrial houses on an aggregate basis. (ix) Only non-financial services companies / entities and non-operative financial holding companies / Core Investment Companies / Investment Companies in the Group and individuals belonging to the Promoter Group will be allowed to hold shares in the NOFHC. (x) The capital structure of the NOFHC set up by Promoter / Promoter Group shall be as under :
(xi) Any change in shareholding within the NOFHC as a result of which a shareholder transfers / acquires 5 per cent or more of the total equity capital of the NOFHC shall be with the prior approval of RBI. (xii) The Promoters / Promoter Group entities / individuals associated with Promoter Group shall hold equity investment, in the bank and other financial entities in the group, only through the NOFHC. Consolidated Supervision (xiii) RBI will have to be satisfied that the corporate structure does not impede the financial services entities held by the NOFHC from being ring fenced, that it would be able to supervise the bank, the NOFHC, and its Subsidiaries / Joint Ventures / Associates on a consolidated basis, and that, it will be able to obtain all required information relevant for this purpose, smoothly and promptly. However, the primary supervision of the entities held by the NOFHC will be by the sectoral regulators. (D) Minimum voting equity capital requirements for banks and shareholding by the promoters / NOFHC I. Minimum Capital Requirements
II. Promoter stake in the bank
III. Capital and other requirements
(E) Regulatory framework The bank will be governed by the provisions of the Banking Regulation Act, 1949, Reserve Bank of India Act, 1934, Foreign Exchange Management Act, 1999, Payment and Settlement Systems Act, 2007, Credit Information Companies (Regulation) Act, 2005, Deposit Insurance and Credit Guarantee Corporation Act, 1961, other relevant Statutes and the Directives, Prudential regulations and other Guidelines/Instructions issued by RBI and other regulators from time to time, including the regulations of SEBI regarding public issues and other guidelines applicable to listed banking companies. (F) Foreign shareholding in the bank The foreign shareholding in the bank would be as per the extant FDI policy, subject to paragraph D (ii) above. (G) Corporate Governance, Prudential and Exposure norms I. For a standalone bank without NOFHC (i) Corporate governance and prudential norms
(ii) Exposure norms
II. For a bank with NOFHC In case the group structure envisages creation of an NOFHC, the NOFHC should comply with the corporate governance guidelines, prudential norms and exposure norms on a solo as well as consolidated basis as indicated in paragraphs 2 (G), (H) and (I) of February 22, 2013 guidelines. The financial entities held by the NOFHC will be governed by the applicable Statutes and regulations prescribed by the respective financial sector regulators. (H) Business Plan for the bank
(I) Other conditions for the bank
(J) Additional conditions for NBFCs promoting / converting into a bank (i) The Promoters / Promoter Groups with an existing NBFC [that is ‘controlled by residents’ [as defined in FEMA Regulations as amended from time to time)], if considered eligible for a bank licence, will have two options:
(ii) Under both the above options, the NOFHC / the bank or both, as the case may be, should comply with all the requirements laid down in the guidelines. (iii) Further, under both the above options, the Promoters will have to set up a NOFHC if they have other entities in their group. The NOFHC and the bank set up under it should comply with all the requirements laid down in the guidelines. (iv) If the existing entities have diluted the promoter shareholding to below 40 per cent, but above 26 per cent, due to regulatory requirements or otherwise, RBI may not insist on the promoters’ minimum initial contribution as indicated in paragraph 2 (D) (II) of the guidelines and the lock-in period of 5 years will apply to 26 per cent promoter shareholding. (v) RBI will consider allowing retaining existing branches of the NBFC which is converting into a bank, as bank branches, with prior approval and subject to conformity / compliance with the extant guidelines on branch authorization. 3. Procedure for application (i) In terms of Rule 11 of the Banking Regulation (Companies) Rules, 1949 applications shall be submitted in the prescribed form (Form III). In addition, the applicants should furnish the requisite information as per the Annex II. Applications submitted without the required information will not be entertained. (ii) Applications for setting up banks in the private sector, along with other details as mentioned above, should reach the following address. The Chief General Manager, (iii) The licensing window will be open on-tap. As such, applications in the prescribed form along with requisite information could be submitted to RBI at any point of time, as desired by the applicant. 4. Procedure for RBI decisions
Definitions I. Promoter Promoter means, the person who together with his relatives [as defined in Section 2 (77) of the Companies Act, 2013 and Rules made there under], by virtue of his ownership of voting equity shares, is in effective control of the bank / NOFHC, and includes, wherever applicable, all entities which form part of the Promoter Group. II. Promoting entity Promoting entity means the entity that promotes the bank or coverts into a bank. III. Promoter Group “Promoter Group” includes: (i) the promoter; (ii) relatives of the promoter [as defined in Section 2 (77) of the Companies Act, 2013 and Rules made there under]; and (iii) in case promoter is a body corporate:
(iv) in case the promoter is an individual:
(v) all persons who are declared as promoters in the Articles of Association of the bank / group companies. (vi) all persons whose shareholding is aggregated for the purpose of disclosing in the prospectus6 under the heading "shareholding of the promoter group"; (vii) Entities sharing a common brand name with entities discussed in A, B, C, D E, F where the promoter is a body corporate and A, B, C where the promoter is an individual; Provided that a financial institution, scheduled commercial bank, foreign institutional investor or mutual fund shall not be deemed to be promoter group merely by virtue of the fact that ten per cent or more of the equity share capital of the promoter is held by such institution unless such investment is strategic in nature. Additional information to be furnished by the Promoters along with relevant I. Existing Structure 1. Information on the individual promoters behind the group :
2. Information on entities in the promoter group :
3. Information on the promoting / converting entity:
II. Proposed Structure
III. Project Report A project report7 covering business potential and viability of the proposed bank, any other financial services proposed to be offered, plan for compliance with prudential norms on CRR/SLR8, composition of loan portfolio, priority sector, etc. as per the guidelines, and any other information that they consider relevant. The project report should give as much concrete details as feasible, based on adequate ground level information and avoid unrealistic or unduly ambitious projections. The business plan should address how the bank proposes to achieve financial inclusion and in the case of an NBFC applicant, how the existing lending business will fold into the bank or divested / disposed of. IV. Any other information The Promoters may furnish any other relevant information and documents supporting the applications. Further, the RBI may call for any other additional information, as may be required, in due course. 1 The definitions of ‘promoter’ and ‘promoter group’ are provided in Annex I. 2 As defined under Accounting Standards AS 21 and AS 23 3 For the purpose of these guidelines, a Group with assets of ₹ 50 billion or more with the non-financial business of the group accounting for 40 per cent or more in terms of total assets / in terms of gross income, will be treated as a large industrial house. (In taking a view on whether the companies, either as promoters or investors, belong to a large industrial house or to a company connected to a large industrial house, the decision of the RBI will be final.) 4 The term “controlling interest” would mean the rights associated with “control” as defined in Companies Act, 2013 5 Major suppliers and major customers of the promoter group would mean dealings with whom constitute 10 per cent or more of the annual purchases or sales or both taken together 6 As per SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2009 7 Business plan should, inter alia, include (but not limited to), the underlying assumptions, the existing infrastructure/ network/ branches, and the proposed product lines, target clientele, target locations, usage of technology, risk management, plans relating to human resources, branch network, alternative points of presence, opening of branches in unbanked rural areas, priority sector compliance, financial projections for five years, etc. 8 In case of NBFC applicants, information on existing CRR / SLR requirement, projected CRR / SLR requirement and plan for compliance with statutory norms on CRR / SLR may be given. |