It is not uncommon to find a borrower availing term loan as well as working capital limits from a number of financial institutions and commercial banks. A term loan to a borrower may be sanctioned jointly by All India Financial Institutions and Banks. Similarly, working capital limits may also be availed by the borrower from a number of banks partly because of the large size of borrowing and partly to have a degree of flexibility in his operations with different banks.
The borrower may have a multiple banking relationship where he has independent arrangement with each bank, security offered to each bank is separate and no formal understanding exists between different banks financing the same borrower. Under this arrangement banks may not be exchanging information on the borrower and limits might have been sanctioned on different terms and conditions. This arrangement may be preferred by the borrower as it affords him a great flexibility in operating his accounts with different banks but goes contrary to the expectations of Reserve Bank which desires that a wholesome view of entire operations of a customer must be taken by the banks and the assessment of credit needs be also done in totality.
The other arrangement for sanctioning of credit limit to such a borrower may be to form a consortium of banks to take care of the entire needs, of the borrower. No definite guidelines on formation of consortium of banks, however, existed in past and it was generally left to the borrower to decide this issue.
The first attempt in this regard was made by Reserve Bank of India while it constituted a study group in December, 1973, headed by Shri G. Lakshmmaryanan, which submitted its report in July, 1974. The report was accepted by Reserve Bank.
The concept of consortium advance has since gone many changes and most of the large borrowers are now being financed by banks in consortium. Reserve Bank of India had also issued revised comprehensive guidelines in June 1987 on this subject.
Reserve Bank of India further constituted a Committee in January, 1993. under the Chairmanship of Shri J.V. Setty, Chairman and Managing Director, Canara Bank, to review the extant guidelines on lending under consortium arrangement and suggest measures for improving the efficiency of banking system in delivery of credit. Based upon the report submitted by the above Committee, Reserve Bank announced important changes in die existing guidelines. Guidelines m applicable to consortium advance are as under.1
· The overall exposure to a single borrower should not exceed 25%2 of the net worth of the banking institution. For this purpose non fund based facilities shall be counted @ 50%3 of limits sanctioned and added to total fund based facilities to arrive at total exposure to the borrower.
· Exposure limit to group has also now been stipulated. The overall exposure to a group should not exceed 50%2per cent (60%2 in case of infrastructure projects consisting of power, telecommunication, roads and ports) of the net worth of the banking institution.
(a) The borrowers who are already having multiple banking arrangement and enjoy fund based credit limits of Rs. 50.00 crores or more must necessarily be brought under consortium arrangements. The bank who is having the largest share in the credit facilities would automatically become the leader of consortium and would ensure that consortium arrangements are finalised immediately.
(b) The borrowers who are already having multiple banking arrangement and enjoy fund based credit limits of less than Rs.50 crores should also be brought under formal consortium arrangements at the time of further enhancements which would take the aggregate limits to Rs.50 crores or more. The enhancements in such cases would be considered jointly by the financing banks concerned and the bank which takes up the largest share of fund based limits shall be the leader of the consortium.
(c) These provisions would also be applicable to new units which approach more than one bank for sanctioning of working capital limits of Rs.50 crores or more.
The net effect of these provision amounts to that no borrower will be allowed to have multiple banking arrangement if the total fund based credit limit sanctioned to him amounts to Rs.50 crores or more. A formal consortium will have to he constituted in such cases and the bank having largest share in fund based credit limits will automatically assume the status of the leader of the consortium.
Reserve Bank has since withdrawn its instructions for obligatory formation of consortium. It will thus not be obligatory on the part of banks to form a consortium even if the credit limit per borrower exceeds Rs.50 crore. The need based finance required by the borrowers may, therefore, be extended by the banks either entirely on their own, subject to observance of exposure limits, or in association with other banks. As an alternative to sole/multiple banking/consortium arrangement, banks may adopt loan syndication route, irrespective of the quantum of credit involved.
· There is no ceiling on number of banks in a consortium, whether it is obligatory (fund‑based credit limits of Rs.50 crates and above from more than one bank) or voluntary (fund based credit limits below Rs.50 crores from more than one bank) in nature. However, the share of a bank as member of consortium should he a minimum of 5 per cent of the fund based credit limits or Rs.1 crore whichever is more. This provision would itself restrict the number of banks in a consortium. To illustrate this point let us consider these two examples:
(a) In a consortium for total fund based credit limits of Rs.3 crores, the minimum share should be Rs1.00 crore.
(b) In a consortium for total fund based credit limits of Rs.50 crates, the minimum share should be Rs.2,50 crores.
· The banks who have sanctioned term loans to a unit or who have also participated in term loans sanctioned in consortium with term lending financial institution should also provide working capital facilities to such a unit. 'These banks may, however, associate other banks, if so warranted, to provide working capital finance.
· The borrower who is being financed under a formal consortium arrangement should not avail any additional credit facility by way of bills limits/ guarantees/acceptances, letters of credit etc. from any other bank outside the consortium. It has been stipulated by Reserve Bank of India that any bank outside the consortium should not extend any such facility or may not even open a current account without the knowledge and concurrence of the consortium members.
This stipulation is applicable to even those borrowers who are enjoying total fund based credit limits of above Rs.50 crores from a single bank or under syndication without a consortium arrangement.
· In case of borrowers enjoying aggregate fund‑based credit limits of Rs.1 crore and above but below Rs.50 crore from more than one bank, and where there is no formal consortium arrangement, banks should obtain full details of the credit facilities (including ad hoe facilities) availed of by such borrowers from the banking system, each time any fresh facility/enhancement is sought. Also the banks should ensure timely exchange of information and co‑ordinated approach in the interest of overall health of advance made to such borrowers. Further, in the case of borrowal accounts enjoying fund‑based credit limits below Rs.50 crore from more than one bank, the concerned banks will be free to enter into a consortium arrangement at their option.
· Banks/consortia treat borrowers having multi‑division/ multi‑product companies as one single unit, unless there is more than one published balance sheet. Similarly, in the case of merger, the merged unit will be treated as a single unit. In case of split, the separated units will be treated as separate borrowal accounts provided there is more than one published balance sheet.
· In case of borrowers enjoying fund‑based credit limits of Rs.50 crore and above, the concerned single bank and/or the leader of the existing consortium, will be free to organise a 'syndication' of the credit limits.
· In cases, where banks/consortia/syndicates am unable to adhere to the recommended maximum time‑frames for disposal of loan applications/ proposals, borrowers will be free to bring in a new bank or new banks to form/ to join a consortium/syndicate. Within seven days of sanction of any credit facility, such new banks should inform the existing consortium/syndicate/ regular banks/(s) and. should not disburse the limit without obtaining 'no objection'. In case such 'no objection' certificate is not received within next ten days, it would be doomed that existing consortia/syndicates/regular bank/(s) have no objection to the new bank/(s) joining/forming consortia/syndicates.
· In the cases of existing consortia, if a member‑bank is unable to take up its enhanced share, such enhanced share in full or in part could be reallocated among the other existing willing members. In case other existing member‑banks are also unable to take up such enhanced share of an existing & member‑bank, a new bank willing to take up the enhanced share may be inducted into the consortium in consultation with the borrowers.
· While a member‑bank may be permitted not to take to up its enhanced/incremental shares it cannot be permitted to leave a consortium before expiry of at least two years from the date of its joining the consortium. An existing member‑bank way be permitted to withdraw from the consortium after two years provided other existing member‑banks and/or a new bank is willing to take its sham by joining the consortium.
· In cases whore the other existing member‑banks or a new bank an unwilling to take over the entire outstanding of an existing member desirous of moving out of the consortium after the expiry of above‑mentioned period of two years, such bank may be permitted to leave the consortium by selling its debt at a discount and/or furnishing an unconditional undertaking that the repayment of its dues would be deferred till the dues of other members are repaid in full.
Note : It would be open to a borrower to choose his bank/(s) for obtaining credit facilities as also for the bank/(s) to take a credit decision on the borrower. However, once a consortium (obligatory or voluntary) is formed, on" of a new member into a consortium should be in consultation with the consortium.
· Quite often non‑availability of data or submission of incorrect data or non‑receipt of required financial statements results in banks/consortia being not able to take decisions within a stipulated period of time. These data/
· statements include, among other, audited financial results for the last two years, estimated and projected results for' the current and subsequent years respectively. More often than not borrowers require an average time of at least six months to obtain audited financial statements. Considering all these aspects as also available technology, the following maximum time‑frames are prescribed for formal disposal of loan proposals provided applications/proposals are received together
· with required details/information supported by requisite financial and operating statements :
Proposals for sanction of fresh/enhanced credit limits 60 days (45 days)
Proposals for renewal of existing credit limits 45 days (30 days)
Proposals for sanction of ad hoe credit facilities 30 days (15 days)
Note: Figures in brackets are the maximum time frames for sanction of export credit limits.
· Further, individual banks/consortia/syndicates should review the borrowal accounts during the first quarter of the current year on the basis of audited statements for the year before lust, provisional statements (where audited statements are not available) for the last accounting year, provisional estimates for the current accounting yew and forecast for the next year. Consequently, individual banks/consordia/syndicates, at their discretion, may release 50 per cent of the additional credit requirement during or before the second quarter of the current accounting year. The remaining 50 per cent could be released consequent to submission of audited results provided there is no significant difference between the provisional estimates and the audited results.
· No bank will be allowed to move out of the consortium in case of sick/weak units since in such cases all the banks are required to associate themselves with rehabilitation efforts.
· The appraisal of credit proposals will be done by the lead bank.
The customer has to submit all the necessary papers and data regarding appraisal of his limits to the lead bank who will in turn arrange for preparation of necessary appraisal note and its circulation to other member banks. Lead bank must complete the entire work relating to appraisal within the maximum time frame. Reporting to and attending to any correspondence with Reserve Bank of India shall also be the responsibility of lead bank.
· There may sometimes be disagreement between the member banks on the quantum of permissible bank finance, terms and conditions or any other matter. In such cases, decision of the consortium will be binding on the lead bank as also other members. Lead bank will however, enjoy the freedom to sanction an additional credit upto a pre‑determined percentage in emergent situations. The lead bank should however, inform other members immediately together with their pro‑rata share.
· There also exists a provision for forming steering committee consisting of leader bank and the bank with next highest share in the consortium. Normally steering committee banks must have more than 5 1 % share. Wherever consortium fails to reach the consensus, other member banks shall follow the decision of the steering committee.
· Earlier, the terms and conditions including rate of interest, margin etc. finalised at the consortium meeting were uniformly applicable to all banks. Reserve Bank has however, relaxed the guidelines in this regard with freedom granted to banks to determine their own lending rates for advances above Rs.2 lacs. The banks in a consortium will now be free to offer different rates of interest and other charges on their shares.
· The ancillary and non‑fund based business should also be passed on by the borrower to all the member banks in almost the same proportion in which funds based limits are shared.
· The inspection/verification of securities may be done by the lead bank or members in rotation as per arrangement which may be finalised in the consortium.
· The quarterly operating statements as required under Chore Corn mince for fixation of quarterly operative limits will also be required to be sent to the lead bank who shall in association with the bank having the next largest share in the credit facilities should meet at quarterly intervals and fix the operative limits and also individual bank's share thereof for the next quarter.
· The information regarding quarterly operating limits fixed in such a manner would be communicated by the lead bank to other member banks.
· In a consortium, lead bank or the lead bank and the bank with the next highest share will be the final authorities in case of differences of opinion and their views will prevail in all cases of disputes among the member relating to terms and conditions.
From the above discussion it will be appreciated that the borrower under the consortium arrangements is required to deal with the lead bank and bank having second largest share in total credit limits for an practical purposes. The borrowers were, however, put to inconvenience for execution of varied types of documents etc. with various banks in the consortium. On the recommendations of 'Mahadevan Committee' who submitted its report in April, 1988, Reserve Bank revised guidelines in relation to consortium advances and the ultimate ideal set for the banking industry is to achieve 'Single Window Concept For Lending (SWCL), to minimise delay and inconvenience to the borrowers. Single Window Concept has now been brought into operation in respect of two important areas of lending in consortium as under:
Lead bank in all consortium will have the authority from each of the other member banks to make available their shares of entire/enhanced limits if latter's decision is not conveyed to the lead bank within the prescribed time of two months. The borrower will thus be able to avail first disbursement from the lead bank itself, if other member banks delay their decision. However, after first disbursement as above, the borrower will be allowed to operate his accounts with different member banks according to his requirements subject to the limits allocated to them.
Important recommendations as accepted by Reserve Bank for implementation are as given below:
(i) The borrower should tie required to execute only one document, which will be signed by the lead bank on its own behalf as well as on behalf of other members.
(ii) The lead bank should complete the formalities connected with creation and registration of charge etc. with the Registrar of Companies.
(iii) As soon as the documents are executed, the lead bank shall send a confirmation in this regard to other members by telex/telegram.
(iv) The sharing of security and the rights and responsibilities of the banks, including the lead bank, should be documented by means of an inter se agreement among the members of the consortium.
To bring, in the uniformity in respect of type of documents to be obtained by different banks. Indian Bank. Association has finalised model documents to be adopted by all the banks uniformly. The document procedure as recommended by IBA for implementation by the banks has been revised and now the execution of following documents:
(i) Resolutions to be passed by the borrower's Board of Directors authorising the borrowing company to borrow under the consortium arrangement.
(ii) Working capital consortium agreement.
(iii) Joint deed of hypothecation.
(iv) Revival letter for purposes of limitation.
(v) Letter of undertaking from the borrower for creating a second mortgage on the fixed assets.
(vi) Agreement to be signed with the lead bank who signs on behalf of itself and on behalf of other member banks.
Model forms for all these documents have already been circulated by IBA to all the banks for implementation and borrowers may approach their bank to get copies of these documents. In addition the banks are required to sign various inter se agreements as per revised proformae adopted by IBA .
As per the norms specified by Reserve Bank each borrowal account is to be classified in any of the four categories as under:
(i) Standard Asset
(ii) Sub‑standard Asset
(iii) Doubtful Asset
(iv) Loss Asset
The banks are further required to make provisioning at the prescribed rates in their profit and loss ale on the basis of the above classification at the time of finalising their annual accounts. Classification of borrowal account has thus assumed an added significance.
As per the practice, member banks were following the classification as given by the lead bank in a consortium. It has now been stipulated by Reserve Bank that each member bank will classify the ale on its own keeping in view the relevant guidelines. If any bank under the consortium classifies the ale as 1 sub‑standard' all the Banks under the consortium will have to classify such ale as 'sub‑standard'. This stipulation has been brought into effect to ensure that borrower lakes steps to maintain his a/cs with all member banks free of irregularities.
Reserve Bank has permitted the lead bank to charge a suitable fee (say 0.25 per cent of the limits) per annum for various services rendered to the borrower. Detailed guidelines in this regard are as under:
(a) The fee of 0.25 percent per annum is to be reckoned with reference to the fund based working capital credit limits sanctioned by the consortium.
(b) The rate of fee may be negotiated with the borrowers with the ceiling of 0.25%.
(c) Service charge on enhancement of limits after regular sanction has taken place will be charged on the amount of enhancement/incremental limits.
(d) No fee is payable on syndication of limits.
(c) No service charge is to be levied on working capital limits authorised under special arrangements, by Reserve Bank of India for procurement/purchase under price support/market intervention operations etc. to public sector corporations or agencies of State Government.
It may be mentioned here that formation of consortium is no more obligatory and instruction relating to conduct of consortium which were issued by Reserve Bank Iron, time to time have also been withdrawn. Consortium members have been given powers to frame their own ground roles governing the consortium arrangement viz. number of participating banks, minimum share of each bank, entry into/exit from the consortium, sanction of additional/adhoc limit in emergent situations/contingencies by lead banks/ other banks, the fee to be charged by the lead bank for the services rendered by it, the grant of any facility by a non‑member bank etc.
Consortium arrangement of lending for working capital needs will continue to exist for operational convenience of the participating banks as well as borrowers. The ground rules of consortium arrangements discussed in earlier paragraphs will also hold good in most of the cases with certain modifications and hence may be considered relevant.
A syndicated credit is an agreement between two of more lending institutions to provide a borrower a credit facility using common loan documentation. A prospective borrower intending to raise resources through this method awards a mandate to a bank as 'Lead Manager' to arrange credit on his behalf. The mandate spells out the commercial terms of the credit and the prerogatives of the mandated bank in resolving contentious issues in the course of the transaction. The mandated bank prepares an Information Memorandum about the borrower in consultation with the latter and distributes the same amongst the prospective lenders soliciting their participation in the credit to be extended to the borrower. The Information Memorandum provides the basis for each lending bank making its own independent economic and financial evaluation of the borrower, if necessary, by seeking additional supporting information from other source as well Thereafter, the mandated bank convenes a meeting to discuss the syndication strategy relating to coordination, communication and control within the syndication process and finalises deal timing. charges towards management expenses and cost of credit, share of each participating bank in the credit, etc. The loan agreement is signed by all the participating banks. The borrower is required to give prior notice to the ‘Lead Manager’ or his agent for drawing the loan amount to enable the latter to tie up disbursements with the other lending banks. Syndication is thus very similar to the system of consortium lending in terms of disposal of risk and is a convenient mode of raising long‑term funds by borrowers.
Banks are now taking increasing share in term loans sanctioned to borrowers by financial institutions. Granting of working capital assistance remains in the exclusive domain of commercial banks. To avoid delay in project implementation, it is desired that concept of 'single window clearance' is brought into operation. It is, therefore necessary that commercial banks either taking a share in term loans and/or financing working capital are associated by all India financial institutions at the appraisal stage of the project. For this purpose, all India financial institutions have to form a consortium with commercial banks and have proper co‑ordination in dealing with new investments either by existing companies (as modernisation, diversification, expansion) or by new companies. A summary of important guidelines issued by Reserve Bank in this regard is given below:
Association of commercial banks with the project appraisal: The promoter of a project must identify commercial bank(s) who should be willing to extend term loan and/or working capital finance for the project. The bank which is to take the maximum share of term loans among the banks and/or working capital finance should be associated with appraisal exercise initiated by lead financial institutions. The lead bank is to be given full opportunity for expressing views at the time of appraisal. The bank will not be allowed to withdraw unilaterally from the consortium at a later date. Where more than one bank is associated, the appraisal as finalised jointly by the lead financial institutions and the lead bank should be accepted by other banks. An added advantage of this exercise would be correct estimation of margin required for working capital as part of project cost and help early sanction of requisite working capital limits after sanction of term loan assistance.
Extent of participation in term loan by banks: Restriction earlier imposed by Reserve Bank on participation in term loans by banks were related to the cost of project which have since been modified. The restriction is now placed on the basis of quantum of loan irrespective of the cost of project. The present position in this regard is now as under:
(i) The quantum of loan will be the determining criterion and not the cost of the project.
(ii) Maximum quantum of term finance/loans sanctioned by a commercial bank together with its other exposures in the form of fund‑based and non‑fund based credit facilities, investments, underwriting, and any other commitment, will be restricted to the prudential exposure norm, as prescribed by the Reserve Bank of India from time to time, for individual borrowers/group of borrowers. The earlier ceiling of Rs. 50 crores for individual bank has since been withdrawn.
(iii) Subject to an individual ceiling of term loan for a bank, as per (ii) above various banks in consortia/syndicate may give loans uptoRs.500 crore for each project.
(iv) For projects requiring term finance assistance exceeding Rs.500crore, banks shall continue participating jointly with All India Financial Institutions, subject to share of individual banks not exceeding as per (it) above and that of the banking system Rs.500 crores.
Ground Rules for Co‑ordination between hooks and financial institutions1
(1) Time frame for sanction of facilities:
(a) If only two lenders we involved, all the issues with regard to sanction of facilities should be resolved by them by mutual discussion within 60 days front the date of sanction by the lead,
(b) Where more than two lenders we involved, their agreement or disagreement for sanction of facilities must he conveyed by the lead within 60 days from the date of receipt of complete loan application. The other participating institutions must convey their decision within 60days from there receipt of appraisal note from the lead.
(c) Prima facie rejection of the proposal should be conveyed within 30 days.
(d) Sanction in the case of fresh loan proposals involving more than 2 lenders should be conveyed within two months from the date of appraisal note by the lenders.
(e) Where restructuring is involved, the lead should complete the process within 3 months from die receipt of complete proposal and the other participants should convey their decision within 2 months from the receipt of appraisal note.
(2) Asset Classification: Banks and Financial Institutions may classify the, recounts based on their performance as per their books. In cases of restructured and consortium accounts the classification should he same for ill lenders.
(3) Disciplinary Borrowers: The views of the majority of lenders, in a consortium (say 70% of total funded exposure), on a consortium specific basis, should he adopted in regard to changing the management of a defaulting borrower unit.
(4) Levy of Charges: Consortium members should decide the rate of interest to be charged oil borrowal accounts. Punitive charges/penal interest, if any, should not exceed two percentage points above the contracted rate.
(5) Group Approach: Normal funding requirements of the healthy units belonging to a group should not be hampered by adopting group approach.
(6) Sharing of Securities and Cash Flow: Exact modalities with regard to sharing of securities and cash flow has it) he worked out between the consortium members.
In the case of borrowers, whose working capital is financed under it multiple banking arrangement, file financial institution should obtain an auditor's certificate indicating the extent of funds already borrowed, before considering the request of the borrower for further working capital finance.
To ensure that the banks have proper spread in their advance portfolio and do not commit large resources to a single borrower/group for better risk management, Reserve Bank of India has stipulated prudential norms for exposure to a single borrower or group as under:
(a) The overall exposure to a single borrower shall not exceed 15% (20% in case of credit to infrastructure projects) of the capital funds of the banking institution.
(b) The overall exposure to a group shall not exceed 40% of the capital funds of the banking Institution (50% in case of credit to infrastructure projects)
Exposure shall include credit exposure (funded and non‑funded credit limits) and investment exposure (underwriting and similar commitments) as well as certain types of investments in companies. The sanctioned limits or outstandings, whichever are higher, shall be reckoned for arriving at exposure limit. With effect from 1.4.2003, non‑fund based exposures should also be reckoned at 100% of the limit or outstandings. Loans and advances granted against the security of bank's own term deposits may be excluded from the purview of the exposure ceiling. For details refer to Chapter 3 of the Book.
Banks must ensure that its overall commitment to a single borrower/group is invariably within the exposure limit as per prudential norms. No exception in this regard is permitted by Reserve Bank of India except the following exemptions:
(a) The exposure limits would not he applicable to existing/additional credit facilities to weak/sick industrial units under rehabilitation packages; and
(b) Borrowers to whom limits we allocated directly by the Reserve Bank, for food credit, will be exempt from the ceiling.
[R1] Reserve Bank of India has since permitted the banks to decide modalities of the functioning of consortium. Banks may therefore, decide on all issues including rates of interest, allocation of limits, sharing pattern, sanction of adhoc limits etc. in the consortium meting The guidelines issued by Reserved Bank may thus be taken as indicative only.
[R2]The exposure ceiling limits applicable from 1.4.2002 is 15 percent of capital fund in case of single borrower and 40 percent in the case of a borrower group. In case of credit to infrastructure projects this ceiling shall he enhanced to 20% in case of a single borrower and 50% in case of a group.
[R3]Effective from April 1, 2003. non‑fund based exposure shall he taken at 100%.
[R4]The exposure ceiling limits applicable from 1.4.2002 is 15 percent of capital fund in case of single borrower and 40 percent in the case of a borrower group. In case of credit to infrastructure projects this ceiling shall he enhanced to 20% in case of a single borrower and 50% in case of a group.
[R5]The exposure ceiling limits applicable from 1.4.2002 is 15 percent of capital fund in case of single borrower and 40 percent in the case of a borrower group. In case of credit to infrastructure projects this ceiling shall he enhanced to 20% in case of a single borrower and 50% in case of a group.
[R6]Circular No. DBOD. BP. BC. 82/21.04.048/00‑01, dt. 26.2.2001.
[R7] As per RBI FIC No. 85/01 02.00/95‑96 dt. 26.6. 1996
[R8] Vide DBOD No. Dir, BC‑20/13.03.00/2002-03 dt. 20.8.2002.