This article is written by Miheer Jain who is pursuing a Diploma in Companies Act, Corporate Governance and SEBI Regulations from LawSikho.
Introduction to current structure of lending in Indian market
India has the world’s fastest expanding big economy. Although the lending industry has wavered in this regard in recent years, there seems to have been some optimism in the last year for the lending market to live up to this name. Banks have seen an overall decrease in provisioning for declining assets as well as a rise in credit expansion. The industry seems to be emerging from the overnight demonetization of Rs. 500 and Rs. 1,000 notes in circulation on November 8, 2016, as well as the launch of the Goods and Services Tax. High-profile scandals also afflicted both public and private sector banks, raising questions about the industry’s overall conviction. However, tough action by regulators and regulatory authorities should continue to rid the market of these blemishes.
There has been an increase in external commercial borrowing deals, in which international lenders lend to Indian borrowers, as external commercial borrowing rules have been significantly liberalized and foreign lenders’ interest rates are historically lower in comparison to the Indian economy. There has also been a lot of activity in the financial infrastructure sector in the last year. This is demonstrated by significant growth in peer-to-peer lending in the market – notwithstanding the fact that the Reserve Bank of India (RBI) has placed stringent limits on the peer-to-peer lending industry.
Since the country’s inflation rate has been smaller than anticipated and steady in recent years, authorities have been willing to cut interest rates on a regular basis. These are projected to fall lower in the coming year, fueling consumer appetite and liquidity.
Masala bonds, or rupee-denominated bonds issued outside of India, have not been a game changer in the bond market; however, there have been a few significant rupee-denominated bond issuances in the past year.
Regulations Governing Secured Lending
In India, secured lending is a controlled practice. Lending operations may be carried out by a variety of institutions.
There are few examples:
- scheduled and non-scheduled commercial banks;
- non-banking finance companies (NBFCs).
- cooperative society banks;
- small finance banks;
- microfinance institutions; and
- money lenders.
Regulations mandate lending agencies to uphold capital adequacy, prudential norms, cash balance ratio, regulatory liquidity ratio, collateral limit, and know-your-customer guidance – but any of these norms will relate differently to each type of lending agency.
In terms of the form of loan and creditor, each organization plays a unique position. Infrastructure NBFCs, for example, may provide credit to institutions in the transportation, electricity, water and sanitation, and connectivity sectors. Loans and advances of up to Rs2.5 million must account for at least 50% of a small finance bank’s loan portfolio. To protect some controlled lending operation, a protection interest over the borrower’s or a third party’s assets may be established. If a loan is given to finance the purchasing of a car, it is normal for a protection interest to be generated only over the vehicle acquired by the borrowing, with no other asset provided as security, even if the defense is a depreciating asset.
Regulatory Concern for Borrower
In accordance with the Companies Act, 2013, an Indian business can borrow funds. If the planned loan, along with the money already lent by the corporation, exceeds the sum of its paid-up equity capital and free deposits, a public limited company in India would require the consent of 75% of its shareholders. This provision prohibits short-term, cash lending arrangements, or bill discounting services obtained in the usual course of business that are repayable on demand or within six months of the date of disbursement. Along with regulatory filings, appropriate corporate authorizations must be obtained.
Regulatory Concern for Lender
Prospective lenders must be registered with the RBI as a bank or non-bank financial company (NBFC). The RBI oversees the banking sector on a regular basis by issuing different rules, guidelines, notices, and policies. Certain intercompany loans, however, are allowed even if the company is not recognized by the RBI as a bank or NBFC.
To guarantee the protection provider’s absolute title over the assets provided as security, the investor can perform due diligence on the assets provided as security. An investor can guarantee that the creditor, third-party protection contractor, and/or guarantor has the legal capacity to enter into the lending documents and that they are enforceable under the applicable laws.
Reforms in Lending Framework
Various changes have been brought up in the regulatory landscape in India.
Insolvency and Bankruptcy Code, 2016
The Insolvency and Bankruptcy Code 2016 was enacted into Parliament as a landmark piece of legislation. The code specifies detailed insolvency and bankruptcy rules for corporations, trusts, limited liability partnerships, and entities. It also allows insolvency practitioners to serve as liquidators. The Insolvency and Bankruptcy Board of India was created by the code to serve as the regulator for insolvency and bankruptcy matters, as well as to regulate insolvency practitioners and other bodies established by the code. On a payment default by the debtor, any creditor (secured or unsecured, financial or operating, domestic or foreign) of the debtor may begin insolvency proceedings. The National Company Law Tribunal hears insolvency cases against corporations and limited liability partnerships.
But for voluntary liquidation and insolvency cases against partnership companies and entities, the majority of the code’s clauses have been advised. The Companies Act of 2013 also establishes a procedure for winding up a company; moreover, creditors are allowed by the code to file an insolvency proceeding.
After the insolvency proceeding, the code allows for a delay, during which any existing litigation against the debtor, like arbitration proceedings, are stayed and no new actions can be instituted. During the moratorium, the debtor’s securities cannot be sold unless in the usual course of business. The entire insolvency proceeding must be concluded within 180 days (extendable by 90 days) of the day the insolvency case was admitted.
The committee of creditors must present a resolution proposal, which must be accepted by 66 percent of the value of all secured and unsecured financial creditors. If no resolution plan is proposed, or such a plan is refused by the tribunal, or the creditors agree to bring the debtor into liquidation, the tribunal must issue a liquidation order. The moratorium is removed upon the issuance of the order, and secured creditors may impose their respective protection interests against the debtor independently of the liquidation phase. Under liquidation, a secured creditor has two options: relinquish its security interest, participate in the liquidation process, and receive its dues in accordance with the statutory priority of distribution; or enforce its security interest on its own, in which case the secured creditor will lose priority in the distribution of assets with respect to the portion of its debt that it enforces.
The code deals with limited provisions related to cross-border insolvency (i.e., when the debtor has assets in a country outside India). According to the code, the central government can enter into bilateral agreements with the government of any other country to address cross-border insolvency issues.
External Commercial borrowing
The Reserve Bank of India (RBI) issues regulations on the authorized borrowing of Indian corporations from foreign entities on an as-needed basis. Prior to December 2018, the rules for Indian corporations borrowing from international institutions were very strict. The updated external commercial borrowing structure of the RBI has allowed all Indian entities that are eligible to collect foreign investment to raise external commercial borrowing, as well as any foreign company from a Financial Action Task force or International Organization of Securities Commissions-compliant country to be an authorized lender. Overseas lenders frequently include:
- Foreign banks;
- sovereign wealth funds;
- export credit agencies;
- equipment suppliers;
- foreign equity holders;
- pension funds;
- and overseas branches of Indian banks.
External commercial loans or borrowings can be used for any reason but a few limited ones, such as real estate, equity transactions, and stock market investments. The new structure is much more accommodating to Indian start-ups seeking to raise foreign debt. The regulations also enable Indian entities to collect funds from overseas markets by issuing rupee-denominated bonds (known colloquially as ‘Masala bonds’). Under the automatic pathway, per company (excluding start-ups) is entitled to collect up to $750 million in foreign commercial borrowing each fiscal year. The RBI, on the other hand, has set an aggregate ceiling of 6.5 percent of India’s GDP on all remaining stock of foreign commercial borrowing each fiscal year.
Changes in interest rate estimation for banks
In March, 2016, the RBI directed banks to update their interest rate computations and relate them to marginal cost of funds-based lending rates (MCLR). The measurement of interest rates using the new RBI formula ensures improved translation of policy rates into bank lending rates; clarity in the methods used by banks to determine interest rates on advances; and availability of bank credit at interest rates that are equal to both borrowers and banks.
The RBI, on the other hand, recently directed banks to connect external benchmarks to decide floating interest rates for retail loans. This would be incorporated gradually in the near future.
It is a form of lending where people lend to each other. The Reserve Bank of India (RBI) has released regulations for peer-to-peer (P2P) lending sites in India, which are currently in their early stages. P2P platforms must be licensed with the RBI as non-banking finance entities and must conform to capital adequacy and prudential standards, among other aspects. Secured lending is excluded from the reach of P2P lending sites under the regulations.
Structuring the Transaction of Lending
Who are the successful secured finance providers in your jurisdiction (for example, foreign banks, local banks, or non-bank financial institutions)?
There are numerous banks engaged in secured financing in the Indian industry. Large corporate funding loans are mostly financed by larger Indian banks, foreign banks, and institutional non-banking finance firms (NBFCs). In India, there are various categories of NBFCs that are sector relevant (e.g., real estate financing, automobile financing and agriculture finance).
Is well-established market-standard facility paperwork used for secured loan transactions in your jurisdiction?
The Indian Banks Association has issued basic facility documents for consortium lending, which is used by the majority of Indian public sector banks. For bilateral lending deals, lenders often adopt their own individual formats; nevertheless, the clauses between banks are identical. For syndicated loans, private sector banks usually tend to use the documents prescribed by the Asia Pacific Loan Market Association (APLMA). The majority of large business lending contracts are negotiated, and the paperwork is changed accordingly.
Is it common in your jurisdiction to use syndicated secured loan facilities?
Yes, Syndication is a common practice in large lending deals. Banks use syndication to mitigate danger and stick to the Reserve Bank of India’s (RBI) broad exposure policy.
How are syndicated facilities typically organized? Is it legal in your jurisdiction to nominate a facility representative to work on behalf of other banking syndicate members?
The lead bank in a lending consortium is normally the bank with the most visibility. The consortium’s other banks grant the lead bank the authority to serve and administer the community of lenders. Typically, the lead bank is given both enforcement and guide privileges to the obligors.
For a syndicated loan deal that uses APLMA-style facility paperwork, a facility agent is normally named. The ability of a facility agent to work on behalf of syndicate members is not limited by Indian statute. Indian banks usually serve as both a facility agent and a landlord.
There are no clear rules governing syndication or group lending, and lenders are free to arrange facilities in accordance with the legal system for lending. The RBI, on the other hand, has instructed all banks involved in consortium or multiple banking arrangements to exchange credit details of respective borrowers with one another on a regular basis in order to ensure transparency and minimize fraud among lenders.
Is it legal in your jurisdiction for a security trustee to hold security and promises in confidence for the gain of a banking syndicate?
Yes. The principle of a trust is recognized by the Indian Trust Act 1882, and a trust is established in favor of the security trustee, who in turn retains the assurance or promise for the gain of the syndicate members. It is very usual for syndicate lending deals to choose a protection trustee. The protection records are kept in the possession of the security trustee, who works on the orders of the syndicate lenders or facility agent (acting on the lenders’ instructions) to implement the security. However, a recent Supreme Court decision on the payment of stamp duty on security records involving a security trustee has raised complications for borrowers who are expected to pay substantial additional stamp duty in syndicated transactions originating in a few Indian states.
Is it normal for special purpose vehicles (SPVs) to be used to store the funds being funded in secured financing transactions? Will protection be provided over the SPV’s shares in general, or would lenders need special asset security?
SPVs are often established for complex transactions. The SPV serves as the creditor, and the financed properties are owned by the SPV. Lenders frequently take the SPV’s shares and properties as insurance. Lenders often require parent firms to have extra protections to guarantee that the SPV’s repayment commitments are met. SPV formation is popular in project finance transactions.
Is interest usually measured using a bank base rate or a market standard variable reference rate (for example, LIBOR, EURIBOR, or HIBOR)? If the above, what is your jurisdiction’s most widely utilized reference rate?
The interest is measured using a bank rate. The RBI publishes the method that banks would use to measure their marginal cost of funds-based lending rates.
Is there any regulatory limit on the interest rate that may be paid on bank loans?
The RBI establishes the marginal cost of funds-based loan rates (MCLR), which are the lowest interest rates that a bank can charge for lending. The spread, which is in comparison to the MCLR, is at the lender’s option. The RBI, on the other hand, has mandated that banks have a board-approved guideline outlining the components of the spread paid to a client. The strategy shall contain the following principles:
Determine the quantum of each variable of spread; determine the spread spectrum for a specific group of borrower or class of loan; and assign loan pricing forces.
There are no limitations on determining interest rates for foreign currency loans. Banks are able to use any market-determined external index (for example, LIBOR, EURIBOR, or HIBOR) in addition to their spread to calculate their lending cost.
Banks are free to set the minimum interest rate that would be paid in the case of a default event. The RBI, on the other hand, requires banks to develop a board-approved scheme for charging penal interest on advances that are equitable and open.
Using and Creating Guarantees
Is it common in your jurisdiction to use guarantees?
Yes, Guarantees are often seen as credit support in a broad range of lending transactions. Lenders typically accept corporate assurances from the borrower’s parent or holding firm, as well as informal guarantees from the borrower’s promoters.
What is the process for making them?
A protection is typically issued by the guarantor in the form of a deed in favor of the guarantee owner. An arrangement may also be used to include a warranty. The implementation of the promise contract constitutes the creation of a guarantee. The Indian Contract Act of 1872 governs guarantees.
Do any rules in your jurisdiction impair or limit the granting or enforceability of Guarantees (for example, upstream guarantees)?
The Companies Act of 2013 forbids firms from issuing guarantees to guarantee loans taken out by any director of the corporation or any other individual in which the director has an involvement. However, the statute allows for practical exceptions to this provision, allowing a holding firm to offer a warranty or protection for a loan taken by a wholly owned subsidiary or a subsidiary from a bank or financial institution, providing that the loan is used for the wholly owned subsidiary or subsidiary’s primary business operations. The legislation has been further liberalized to allow businesses to provide a guarantee for a loan to any entity in which a director has an interest by receiving permission from the company shareholders through a special resolution, providing that the loan is used for the borrower’s primary business operations. The Companies Act often restricts the number of guarantees that may be given.
Guarantees issued by Indian firms as credit support for loans taken out by their foreign subsidiaries must be disclosed to an approved dealer bank. These assurances must be set at 400 percent of the guarantor’s net assets and must have a fixed expiry date. For offering an assurance above the stipulations, the RBI’s approval would be necessary.
The payment of stamp duty on the guarantee deed is needed to ensure that the guarantee certificate may be enforced in a court in India.
The most traditional ways of structuring debt and protection priority
Debt priority is normally determined by collective agreements between creditors. An intercreditor arrangement is reached between the respective creditors, which establishes the priority of repayment obligations. Banks who have arranged the facility and taken the most risk often claim priority treatment in the event of a compliance situation. This is also dependent on the rating of protection interests created on the obligor’s securities. In India, a corporation that has developed a protection interest in its properties must file such forms with the Ministry of Corporate Affairs (Company Registry). Other than those otherwise contractually accepted, the registration of the protection interest with the business register specifies the order of rating of the charge of different lenders.
Most lenders have a provision in their facility documents that guarantees their payment duty ranks at least pari passu with the statements of the obligor’s other unsecured and unsubordinated creditors.
Lenders can often vary some contractual debts owed by the obligor, since these dues take precedence over a guaranteed borrower until the obligor is insolvent. A certificate from an income tax officer is usually sought, which waives the Income Tax Department’s legislative lien on the same asset on which a protection interest is generated for the recovery of income tax dues. This credential is valid for 180 days after it is given. When the previous credential expires, a new certificate may be applied for and issued.
Stamp Duty and Documentary Taxation
Is there any levy, excise duty, or other charge payable on the granting or compliance of a loan, warranty, or protection interest?
In terms of taxation, stamp duty, licensing fees, and other fees, India is a complicated jurisdiction. To guarantee the enforceability of a facility arrangement or a protection interest, stamp duty and other costs must be paid. Each Indian state has its own stamp duty payable on various types of documents in order for the document to be enforceable in that state. In the state of Karnataka, for example, the stamp duty on a service arrangement is Rs 200. If the deal has an indemnity provision, the stamp duty increases to Rs400. In the state of Karnataka, stamp duty on the formation of a protection interest through an equal mortgage, promise, or hypothecation can reach Rs 10 million per type of security.
Certain jurisdictions impose required registration over a mortgage on a property located in that state, for which a fee is charged. Fees must be paid by a corporation when submitting unique paperwork with the company register.
In general, a record cannot be accepted as proof in a court of law if it is insufficiently stamped or if it is not licensed where registration is needed. Documents containing inadequate stamp duty face severe fines. The authority is often given the authority to seize papers that are not properly stamped.
Given the various complexities involved in this field, detailed advice should be obtained before executing any document in India or relating to the document’s enforceability in India.
Is it more usual for local legislation to regulate the provisions of the facility documentation, or do the parties always use the law of another state (e.g., English law or New York law)?
For cross-border loan activities, facility reporting is usually regulated by English statute. Protection records, on the other hand, are regulated by Indian law if the properties for which the security interest is generated are located in India. For entirely domestic finance deals, Indian legislation is used.
Are there any limitations on international lenders making loans or providing immunity or promises to foreign lenders?
The Foreign Exchange Management Act of 1999 governs lending by foreign companies to Indian groups. The Reserve Bank of India (RBI) is in charge of developing rules governing international lending. The RBI’s external commercial borrowing (ECB) rules are the main laws governing international lending. The Foreign Exchange Management (Borrowing and Lending) Regulations 2018 and the laws and regulations framed thereunder are the key regulations in this regard. The RBI recently relaxed its ECB guidance to allow for numerous funding transactions. Under the ECB rules, any Indian company that is willing to collect foreign investment in order to raise external commercial borrowing is an eligible borrower, and any foreign entity from a Financial Action Taskforce or International Organization of Securities Commissions-compliant country is an eligible lender.
Except for a few limited practices such as real estate, stock transactions, and financial market investments, ECB can be used for any reason. For Indian start-ups, the ECB rules are more liberal; for example, start-ups are not limited on the end-use of the loan. Various other rules, such as those governing ‘all-in-cost’ (all-in-cost covers the interest rate, other fees, costs, fines, and guarantee fees, whether charged in foreign currency or not) rupees, but may not require commitment payments, prepayment fees or costs, or withholding tax payable in rupees), as well as service, prepayment, and currency. The RBI has assigned certain powers to approved dealer banks in order for them to report and obtain approvals for raising ECBs.
Through securing the consent of the approved dealer bank, the ECB guidelines allow the establishment of protection or the granting of guarantees in favor of international lenders in order to expand credit support for lending. In certain situations, RBI approval is necessary for the establishment of a protection or the provision of guarantees.
Is there some exchange control that prevents payments to a foreign lender under a protection document, pledge, or loan arrangement from being made?
In the case of a default under the financing agreements, the international lender would have access to all statutory recourse as specified in the financing documents. To guarantee the protection of privileges against the borrower, however, the remedies must be following the Indian rule. In the case of enforcing a security interest on immovable property, for example, the property must be sold only to an individual residing in India, and the selling proceeds must be repatriated to liquidate the unpaid debt. As a compliance solution, the international landlord or protection trustee is not entitled to have the immovable property on its accounts. Regardless of the rights granted by contract, converting outstanding debt to equity includes complying with exchange control and business legislation.
Agreements on Security
Is it possible to establish a protection interest for any of an entity’s assets? If so, does a single protection arrangement suffice, or does each form of asset necessitate a separate agreement?
Yes, it is necessary to establish a protection interest for any of an entity’s properties. In fact, each category of commodity typically necessitates the development of a particular type of protection interest. Based on the form of security interest, separate security records will need to be performed. A protection interest in the form of an equal mortgage, for example, would include its own collection of documentation (declaration and memorandum of entry) evidencing the creation of the mortgage, which would be distinct from a hypothecation or promise.
Release of Security
What are the procedures for relinquishing security over the most popular types of assets?
Specific charge fulfillment forms must be filed with the company register, the Central Registry of Securitization Asset Reconstruction and Security Interest of India (CERSAI), and the information utility under the Insolvency and Bankruptcy Code, if appropriate, for releasing security that was reported with the company registry, CERSAI, and the information utility, respectively, for releasing security that was recorded with the company registry, CERSAI, and the information utility.
To relieve a charge created on an immovable property by means of an English mortgage, a deed of release or reconveyance is entered into between the mortgagor and mortgagee, which is then recorded.
In the event of an equal mortgage, the title deeds would be returned to the mortgagor. To perfect the release of security, when the equal mortgage is recorded in a particular state, a release deed must also be registered with the appropriate authority.
When security is issued, pledged share certificates must be returned to the shareholder if they are in physical shape. If the securities are kept in dematerialized form, the required forms must be lodged with the depository participant.
To guarantee release of IP privileges, a deed of release must be signed between the service supplier and security holder and lodged with the appropriate authority.
Criteria for Enforcement
What are the most popular reasons for loan, pledge, and protection document enforcement?
The most popular compliance trigger for loans, guarantees, and protection is loan repayment default. Lenders typically stop escalating loans as non-payment defaults arise.
Procedure for Enforcing
What are the most general compliance procedures? Is there a list of basic conditions that lenders would follow?
The Reserve Bank of India (RBI) has advised banks to start insolvency proceedings against specific accounts that have been listed. On February 12, 2018, the RBI released a divisive notice to all banks and financial institutions, threatening to initiate insolvency proceedings against such defaulting firms if a resolution strategy was not adopted within 180 days of a default. The notice further revoked all existing forms of resolution and restructuring Reserve Bank of India is yet to release new resolution and turnaround recommendations for troubled properties.
The RBI’s asset classification rules require banks to label a loan as a non-performing asset and make provisions for it after it has been in default for 90 days in a row. When an account is listed as a non-performing asset, banks and specific financial entities have the power to enforce their protection interest without the interference of a judge. The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 establishes the mechanism for these lenders to enforce without the interference of a judge. A notice may be served on the defaulting party, requiring it to refund its outstanding debts within 60 days of the date of the notice. If the defaulting party fails to make such payment and does not appeal the notice, the lenders have the power to seize the protected property and sell it to recover their losses. This lender’s privilege applies to third-party protection vendors as well.
Lenders who are not subject to the act shall take steps in compliance with the conflict settlement process outlined in the finance documents.
A security interest generated by a hypothecation or promise has statutory remedies that enable lenders to dispose of properties without the interference of the courts. This is normally complicated in the case of hypothecation since the lenders may not have ownership of the secured properties.
In the event of a borrower’s insolvency, how do creditors rank?
The following is the legislative priority of allocation to various groups of creditors:
- Costs accrued as a result of insolvency;
- Workmen’s dues over a period of 24 months, as well as fees owed to secured creditors who have chosen to relinquish their security interest;
- Contributions made to workers (who are not laborers) in the previous 12 months; unsecured financial creditors’ fees (excluding operating or exchange creditors);
- Government fees and charges to protected borrowers who choose not to relinquish their protection interest and have outstanding sums as a result of the protection of their security interest;
- All outstanding loans and dues (including those owed to operating or trade creditors);
- Preference shareholders, if any; and
- Equity shareholders or associates, where applicable.
Operational or exchange creditors were not included in the definition of unsecured financial creditors so payments to the government would be made only after all unsecured financial creditors had been compensated.
As explained above there are different methods of lending in India governed by different regulations and rules. Borrowing should always be structured in a way that it is in favor of the companies’ corporate interests and creates least compliance and monetary obligations. Secured and Unsecured lending both have seen a major upsurge in the last few years, however, it is to be understood that unsecured lending is no solution to current challenges and problems that the market is facing.
In times of financial difficulty, it is not unusual for individuals to seek assistance from friends and family. Many people are now experiencing financial stress as a result of work reduction, wage cuts, or company closures as a result of the current covid crisis. Borrowing from or renting to a family or acquaintance, on the other hand, is not a taxable transaction from an income tax standpoint; nevertheless, there are some other rules that one can bear in mind when borrowing or lending in order to reduce penalties.
If you owe or lend more than Rs. 20,000 to a spouse or acquaintance, the money must be transferred through an account payee cheque, a bank draft, or an electronic transfer to a bank account. If the loan sum exceeds Rs. 20,000, it should not be issued in cash or by bearer’s cheque.
“Violation of the above authorizes the income tax officer to impose a penalty equal to 100 percent of the value concerned,” Raghunathan Parthasarathy, associate partner, tax and regulatory services, BDO India, said.
In the event of repayment, the same rules would apply. “Any loan repayment of Rs20,000 or more should be done by an account payee cheque or account payee bank draft or usage of electronic clearing scheme through a bank account or by such other electronic mode as may be recommended,” said Shailesh Kumar, Partner, Nangia & Co LLP.
However, keep in mind that the profit gained from loans would be completely taxable. “Every interest paid by the lender to any creditor (including a relative) is chargeable to income tax, usually under the heading ‘income from other sources,” Kumar said.
In addition, whether you borrowed money to construct or buy a home, you will take a tax credit for the principal and interest payments you create. However, you can have some records on hand in case the tax department contacts you. “Loan arrangement (you should have one even if borrowing from a relative), interest and principal repayment calculations over the year, bank statement to reflect payments,” Kumar said.
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