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Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
FEBRUARY 2018

     Insolvency and
    Bankruptcy Code
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Financial Foresights
Editorial Team
Jyoti Vij
                                     Contents
jyoti.vij@ficci.com
                                     1. INDUSTRY INSIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Abha Seth                                n Insolvency and Bankruptcy: Will the Recovery Game Change in India?. . . . . . . . . . 5
                                           Sankar Chakraborti
abha.seth@ficci.com
                                           Chief Executive Officer & Executive Director
                                           SMERA Ratings Limited
Anshuman Khanna
                                         n Evolution of I&BC - Initial Impressions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
anshuman.khanna@ficci.com
                                           Sanjeev Krishan
                                           Leader, Deals and Private Equity
Financial Foresights                       PwC India
Team                                     n Role of ARCs in the post IBC era . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
                                           Birendra Kumar
Supriya Bagrawat                           Managing Director & CEO
supriya.bagrawat@ficci.com                 International Asset Reconstruction Company Private Limited (IARC)
                                         n Asset Reconstruction under IBC regime - Advantage ARCs . . . . . . . . . . . . . . . . . . . . 14
Amit Kumar Tripathi                        Jaisry Mani
amit.tripathi@ficci.com                    Chief Manager - Law
                                           Edelweiss Asset Reconstruction Company Limited
Chikku Bose                              n Insolvency & Bankruptcy Code - A Brief Analysis on Recent Market Trends . . . . 17
chikku.bose@ficci.com                      Abhishek Pandey
                                           Managing Director
                                           Duff & Phelps
About FICCI
                                         n Insolvency and Bankruptcy Code – Resolution Applicant's Perspective . . . . . . . . . 23
FICCI is the voice of India's
                                           Babu Sivaprakasam
business and industry.                     Partner & Head - Banking & Finance Practice
Established in 1927, it is India's         Economic Law Practice (ELP)
oldest and largest apex                  n Impact of Insolvency and Bankruptcy Code, 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
business organization. FICCI is            Madhukar R.Umarji
                                           Former Executive Director
in the forefront in articulating           Reserve Bank of India
the views and concerns of
                                         n Challenges to the Insolvency and Bankruptcy Code, 2016                                        . . . . . . . . . . . . . . . . . . . 31
industry. It services its                  Bahram Vakil
members from the Indian                    Partner
private and public corporate               AZB & Partners

sectors and multinational                n Bankruptcy Code: Not a Panacea but Start of a New Era . . . . . . . . . . . . . . . . . . . . . . . 34
                                           Rakesh Valecha
companies, drawing its                     Senior Director & Head - Core Analytical Group
strength from diverse regional             India Ratings & Research Pvt. Limited
chambers of commerce and             2. FICCI'S DATA CENTRE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
industry across states, reaching
                                         n Equity Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
out to over 2,50,0000
                                         n Mergers & Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
companies.
                                         n Debt Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Disclaimer                               n Loan Markets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
                                         n Project Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
All rights reserved. The content
of this publication may not be           n Investment Banking Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

reproduced in whole or in part
without the consent of the           3. FINANCIAL SECTOR ENGAGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
publisher. The publication does
not verify any claim or other
information in any
advertisement and is not
responsible for product claim
& representation.
Articles in the publication
represent personal views of the
distinguished authors. FICCI
does not accept any claim for
any view mentioned in the
articles.
                                                                                                                                                            Financial Foresights 1
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Industry Insights

                    Financial Foresights 3
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Industry Insights

               Insolvency and Bankruptcy:
        Will the Recovery Game Change in India?
                Sankar Chakraborti
                Chief Executive Officer & Executive Director
                SMERA Ratings Limited

Introduction                            short term. It may be argued that        Rehabilitation of these so called
                                        such bad loans are a side effect of      Non Performing Assets (NPAs) has
The process of corporate bad loan
                                        rapid expansion, which the Indian        been tedious as debtors continued
recoveries in India has been very
                                        economy underwent during its             to hold the controlling power and
long and often extending up to 15       growth phase of 2004-09. As              were unable to make progress on
years, as historical data suggests.     profitability and revenues were on       the resolution process. The
According to World Bank, India          the rise in almost every sector,         Government of India and the RBI
takes over 4 years to declare a         corporates anticipated future            introduced several initiatives to
promoter or a company insolvent         demand and rapid capacity                expedite the resolution and
which is more than twice the time       augmentations became a norm. The         restructuring of bad debt, however
taken in China and USA.                 story however didn't end well -          this too was not successful with
Consequently, Indian banks have         post the 2009 financial crisis, the      recoveries averaging less than 20%.
been observed to recover only 25        return on investments were               Initiatives such as Joint Lender
cents to a dollar compared to 36        nowhere to be seen. With slowing         Forums (JLF) on the other hand
cents in China and as much as up to     exports and subdued domestic
                                                                                 were formed to get all lenders on
80 cents in USA.                        demand, corporates sat on
                                                                                 one platform but it was plagued by
The Insolvency and Bankruptcy           excessive capacities and utilization
                                                                                 regulatory complications. Also,
Board of India (IBBI) is the            levels languished at near 65%
                                                                                 multiple lenders to one account
country's attempt to safeguard          levels. Further, regulatory changes
                                                                                 made matters complex as resolution
                                        in certain sectors such as power,
creditor interests and builds a                                                  of every NPA account with
                                        coal and telecom had also led to
framework that will introduce                                                    multiple lender parties required an
                                        stress in several loans. The most hit
specialist recovery agents as soon as                                            approval constituted by at least
                                        were large borrowers (corporates),
an event is triggered. Now                                                       60% by number and 75% by
                                        with larger exposures. Since most
widespread in most prominent                                                     quantum. Lending banks therefore
                                        slippages were in exposures of the
economies, the 'in -place' system                                                continued to accumulate non-
                                        Rs. 200 million category and over,
will aid speedy resolutions of bad                                               performing assets without any
                                        lenders comprising mainly of
debt as India evolves into a full-                                               resolutions, over heating their
                                        commercial banks and bond
fledged market economy.                                                          balance sheets. The provisioning
                                        holders found themselves at risk.
                                        Public sector banks were the most        made for such accounts mounted
The rise of insolvency
                                        vulnerable and were holders of           additional pressure on bank Net
and bad debt                            nearly 75% of these loans and            Interest Margins and caused
Bad loans are estimated to be nearly    therefore potentially $60-$100           lending resources to diminish. In
8.4% of Indian GDP and are              billions of loans are in systemic lock   the scenario, without NPA
estimated to rise moderately in the     out.                                     resolutions, banks have become

                                                                                                    Financial Foresights 5
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Industry Insights

increasingly conservative in their      the National Company Law                committee will receive an extension
lending operations adversely            Tribunal (NCLT) then authorizes         of 90 days beyond which
impacting offtake.                      the process and gives a go ahead to     liquidation will be initiated. The
                                        the IRP. This is followed by the        entire process will be under the
The initiation of                       creation of a Creditor Committee        supervision of a registered
Insolvency Resolution                   (CC) that decides upon the fate of      Insolvency Professional (IP), who
Process (IRP)                           the failing company. Notably, the       will be appointed by the IBBI. The
                                        Creditor Committee composes not         IP will also oversee the liquidation
The introduction of the Insolvency
                                        only of the large secured creditors     of the company in an event when
and Bankruptcy laws is expected to
                                        (namely commercial banks) but also      the CC has been unable to reach a
restore the control to the creditors
                                        workmen (employees) whose dues          decision within the stipulated 270
and hence is an attempt to
                                        are outstanding along with bond         days of the proceedings.
safeguard their interests. The
                                        holders. Also, worth mentioning is      Furthermore, dedicated
Government's vision is to build a
                                        the fact that Government's share in     Information Utilities (IU) will be
framework that will introduce
                                        the debt outstanding is considered      appointed to assist the IRP. These
specialist actors as soon as an event
                                        junior to all other obligations.        IUs will be specialist information
is triggered. Now widespread in
                                        Within the new waterfall                archivers, which will facilitate the
most prominent economies, the in -
                                        mechanism, the former's share is        proceedings through supply of
place system will aid speedy
                                        classified as subordinated and          credible financial information
resolutions of bad debt as India
                                        follows private parties and             pertaining to the company in
evolves into a full-fledged market
                                        workmen. This is done to                question. It must be noted that the
economy. Under these laws, an
                                        encourage unsecured parties and         period for which the IRP is in place,
Insolvency Resolution Process (IRP)
                                        deepen India's bond markets.            there will be a moratorium, within
is triggered by a creditor as soon as
                                        Once the IRP is initiated, the CC is    which no claims will be settled.
a default event occurs. The process
                                        given 180 days for the debt             Proceedings will culminate into a
starts with an intimation sent by
                                        resolution, if no decision is reached   dispute resolution encompassing all
any creditor to the defaulted entity,
                                        within the timeframe, the               parties involved.

The IRP Process Diagram

                                                                                      Secured Creditors,
                Insolvency                                                             Workmen, Bond
                                              Creditor Committee (CC)
              Professional (IP)                                                           Holders,
                                                                                         Government

                                                                    Information Utility (IU)

                                                Company in Default

     Financial Foresights 6
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Industry Insights

Benefits                                   also reduce the time involved and            help reform defaulter apathy
                                           offer an alternate path. Importantly,        towards creditors. With a dedicated
l   Transfer of control to creditors
                                           for individuals with annual income           standardized process in place that
l   No disparity between secured           of less than Rs. 60,000, the IBBI            involves specialized actors
    and unsecured creditors                provisions a 'Fresh Start' that              committed to resolve a default
l   Introduction of a specialized          basically allow entrepreneurial              scenario in a time bound fashion -
    framework and actors                   spirits to continue.                         we expect significant impact on the
l   Speedy resolution (provision of                                                     very perception of default. As
                                           Conclusion
    180 days and maximum of 270                                                         things stand today, even though it
                                           We believe that the IBBI will                is still too early to assess the real
    days)
                                           eventually subsume most                      changes that will be brought about
l   Government dues treated as
                                           bankruptcy and insolvency                    by the IBBI, it is clear that debt
    junior debt within the water fall
                                           instruments such as SARFAESI Act,            restructuring or eventual
    mechanism
                                           RDDBFI Act, S4A and SDR and                  liquidation will be a speedier
Systematic insolvency and                  allow more transparency and                  exercise and hopefully less
bankruptcy proceedings for                 accountability. The impact of the            frustrating for the stakeholders. n
individuals on the other hand will         IBBI will be far reaching and will

Sankar Chakraborti is Independent Director on the Board of Indian Oil Corporation Limited, India's largest and a Fortune
500 company and
l   Member of the Working Group constituted by the Insolvency and Bankruptcy Board of India for recommending the
    strategy and approach for implementation of the provisions of the Insolvency and Bankruptcy Code, 2016.
l   Member of FICCI's Capital Markets Committee
l   Member of IBA's Standing Committee on MSMEs
l   Member of the Board of Studies (Finance) of SIES College of Management Studies (SIESCOMS)
At SMERA, Sankar is leading SMERA's transformation from being world's first SME focused credit rating agency to a
technology and innovation driven global knowledge company. SMERA has completed rating of over 47,000 entities. To know
more about SMERA click here.
Prior to SMERA, Sankar has worked for CRISIL, Centre for Monitoring Indian Economy (CMIE) and Capital Market
Magazine. He was part of the founding team of CRISIL Research and CRISIL's Bank Loan Rating businesses. He was also
deputed to S&P's Tokyo office in 2006.
Sankar is a sought after speaker at universities, seminars and thought leadership forums.
Sankar aims to assist businesses make informed and better decisions to achieve profitable growth, and to help bring in
transparency to financial transactions, through independent & unbiased opinion. He firmly believes that trust, innovation,
excellence and service are the four values of a rating agency which is going to keep it relevant and meaningful in the coming
decades.

                                                                                                              Financial Foresights 7
Insolvency and Bankruptcy Code - FEBRUARY 2018 - ficci
Industry Insights

                               Evolution of I&BC -
                               Initial Impressions
                    Sanjeev Krishan
                    Leader, Deals and Private Equity
                    PwC India

In one year, Insolvency &              where cases have to be resolved          usage of IBC can be estimated by
Bankruptcy Code (IBC) has come a       within 180/270 days, failing which       simply looking at the data provided
long way with 2,434 fresh cases        the corporate debtor will have to        by Lok Sabha. Since the
being referred to NCLT. The            undergo liquidation. Prior to the        introduction of IBC, 2,434 new cases
Economic Survey 2017-18 tabled in      code, it used to take multiple years     have been filed before NCLT and
the last week of January 2018,         for creditors to resolve NPA. IBC        2,304 winding up cases have been
described IBC as a mechanism           has also been instrumental in            transferred from High Courts
which is being used actively to        consolidating multiple debt              across India as of 30th November,
resolve NPA problem of the             resolution/ recovery platforms such      2017. These numbers clearly show
banking sector. IBC has been cited     as DRT, SICA, SARFAESI and High          that IBC has become the preferred
as one of the most significant         Court. Now creditors have a clear        route to resolution for the creditors.
reforms introduced by the current      guideline to follow that clarifies       Also, the rate at which NCLT is
government. Government has also        details till last mile including the     either accepting or rejecting
been proactive in introducing          manner of distribution of recovery       applications is commendable as it
various amendments strengthening       proceeds.                                encourages more and more
the bankruptcy framework. The          IBC brings about a paradigm shift        creditors to take this route for
real impact of the code will be seen   in recovery/ resolution process by       efficient NPA resolution.
upon completion of the resolution      introducing the concept of creditor
process of the first twelve cases
                                                                                Key amendments and
                                       in control from debtor in
where insolvency proceedings were      possession. This encourages value        their likely impact
filed by banks mid - last year.        enhancement of the corporate             After the introduction of this Code,
However, early positives have been     debtor as once this process start, the   it was felt that promoters may be
seen in World Bank's ranking           board cedes control of the company       able to bid for their businesses /
where India's position in ability to   and insolvency professional along        assets and possibly get back at a
handle insolvency cases improved       with the help of professional            heavy discount through
by 33 places to 103rd position. This   advisors start managing the              participation in resolution process
jump contributed significantly in      company.                                 and start afresh with clean balance
India's ease of doing business                                                  sheet. As this was something
                                       Post admission of 12 largest NPA
ranking by 30 places to join top 100                                            undesirable, government came up
                                       cases, banks have been gearing up
countries club.                                                                 with a major amendment to the
                                       to refer majority of cases from RBI's
One of the main attractive features    second list of 28 accounts, which is     Code which has made it extremely
of the IBC is its time bound nature    under progress. Magnitude of             difficult for defaulting promoters to

     Financial Foresights 8
Industry Insights

participate in the resolution process         ensure that all legitimate              result in an approval from
of the corporate debtor. In case such         creditors are considered in the         mentioned regulatory bodies.
promoters want to participate in the          resolution plan. Additionally,          Accordingly, it is suggested
resolution process, they must repay           clarification with respect to           that Code clarifies highlighting
their dues in a month time. Post this         handling past liabilities,              that such grants and requests
amendment, many people have                   contingent liabilities and              made by the successful
debated if such a restriction will            ongoing material litigations            resolution applicant are heard
reduce competition among                      will also be a big positive for         and closed in a time-bound
bidders. Similarly, MSME that are             interested applicants.                  manner.
relatively smaller in size, might not                                                 Corporate debtor might have
                                          l   The Code does not provide for       l
attract any bidders. Such a scenario                                                  third party agreements that
                                              the management of the
would increase the haircut for the                                                    might be detrimental to the
                                              corporate debtor during the
creditors or worse, a large number            period between NCLT                     company. It is felt that Code
of cases would end up in                      approval and transfer of                should empower successful
liquidation causing loss of jobs and          ownership. Post NCLT                    resolution applicant to modify
destruction of enterprise value. The          approval, the successful bidder         such agreement in best
jury is still out on the impact of this       has to perform various                  interests of the company
amendment on resolutions under                transaction related activities in       without facing any penalties
the code.                                     addition to obtaining approvals         that might be applicable as per
On the other hand, in order to                from multiple regulatory                previous agreements.
ensure large pool of investors,               bodies and other authorities.       l   NCLT's objective of completing
amendment brought relief by                   During this significantly long          resolution and keeping
allowing asset reconstruction                 period, the Code should detail          liquidation as a last resort
companies, alternative investment             out the environment in which            should also reflect in the voting
funds (AIFs) including private                the company will operate. An            requirement. Currently,
equity funds to participate in the            example in this regard is the           requirement of 75% votes for
bidding process.                              moratorium period that ceases           approval of plan (i.e.
While NCLT will keep on working               to have any effect once NCLT            resolution) means that a small
towards improving the Code, it is             approval is obtained. However,          percentage (25%) of votes can
important that industry                       change of control in the                take the company to
participants who are involved in              company happens much later.             liquidation.It is felt that a
the process also provide their                Also, what is the role of the           requirement like this results in
feedback and suggestions which                Insolvency professional and             high probability of liquidation
they are doing through IBBI. IBBI             under what terms do they get            which is not ideally desirable.
has been proactively engaging with            engaged during this period, if          In order to derive maximum
Insolvency Professionals to collect           at all.                                 value from the corporate
reports of and feedback on ongoing        l   There is a major challenge              debtor, it will be in best
cases. We feel that there are certain         currently present in completing         interests of all stakeholders if
areas in the Code that can be                 the ownership change due to             voting criteria is revisited.
modified for more clarity and                 various approval conditions.            Reducing the percentage based
smooth transaction process.                   In most cases successful                on value and also introducing a
                                              resolution applicant has to take        concept of percentage by
l   There might be cases where
                                              approvals from bodies such as           number could be more
    creditors do not submit claims
                                              SEBI, RBI, NSE, BSE, CCI and            equitable.
    or claims which have been
    submitted are under dispute.              others. However, these bodies       l   With the framework evolving,
    Code should explore clarifying            are not bound by NCLT and an            role of Insolvency Professional
    treatment of such cases to                approval from NCLT might not            (IP) is also becoming more

                                                                                                      Financial Foresights 9
Industry Insights

    challenging. One major issue                control of the company or visit         cases come to a close and set
    faced by IP is that the claims              the premises.                           precedents for future. While IBC
    are to be collected within a                                                        has provided creditors with a new
                                            l   It is unclear how transactions
    fixed specified period. As per                                                      tool to manage their relationship
                                                will unfold what terms
    our experience, this is a                                                           with debtors, its impact on
                                                identified during lookback              improving future credit scenario in
    difficult task as claims keep on
                                                period review. Also, given the          India and on avoiding bad debts
    coming during the entire life of
                                                short time frame for corporate          going forward is yet untested.
    process that makes list of
                                                insolvency resolution process,          However IBC has the potential to
    creditors dynamic in nature. So
                                                level of detailing in 2 year            be a game changer for the Indian
    far, we have seen slow
                                                lookback review is debatable.           economy. Not only would it help
    developments in the formation
                                                The public sector banks who             banks release capital which is
    of information utilities. In a
                                                are under the scepter of                locked-in in NPAs, it will also instill
    year's time, only one
                                                CVC/CBI are also reluctant to           credit discipline among bank
    information utility has come
                                                initiate/progress such audits.          officials. Promoters also will have a
    into existence. We can expect a
                                                One suggestion could be that            higher sense of responsibility and
    few more of such entities                                                           companies are expected to be
                                                transactions above a certain
    coming up which would be a                                                          identified as stressed at an early
                                                threshold (for example,
    big plus for claim verification                                                     stage. This framework also presents
                                                transaction amount as a % of
    and will be of significant                                                          a huge opportunity for Indian debt
                                                turnover) should only be
    assistance to the IP.                                                               market where majority of
                                                looked.
l   NCLT should also identify                                                           investments are private in nature.
                                            IBC can present itself as a friendlier      With debt resolution picking pace,
    bodies that can provide
                                            environment for all the                     Indian debt market has the
    security to IP in case company
                                            stakeholders by focusing on above           potential to become vibrant with
    officials do not cooperate due
                                            mentioned areas. Clarifications are         increasing share of public
    to which IP is unable to take
                                            likely to keep coming as current            investments. n

Sanjeev Krishan is a partner in Financial Advisory Services with over 20 years of professional experience in carrying out due
diligence reviews, share and business valuations, business plan and working capital reviews for multi-national clients as well
as domestic clients, both in the private and public sectors.
Sanjeev worked with PwC Stockholm for a period of 20 months between 1998 and 2000 where he gained exposure in working
with financial investors and also worked with numerous strategic investors. Apart from India and the Scandinavian countries,
he has worked on deals in United States, United Kingdom, Continental Europe, Indonesia, Bangladesh, Japan, Thailand and
Middle East.
He is the Private Equity leader of PwC India and does a lot of work for private equity clients in India, and also co-ordinates
and leads efforts regarding outbound transactions. Some of his private equity clients include Apollo, AION, Apax, JP Morgan,
Carlyle, Sequoia, Advent, AMP, CVC, GIC, Providence, Macquarie, TA Associates, amongst others. Sanjeev works with
clients from a cross-section of industry segments.
On a functional basis, Sanjeev works across the deal continuum, with a focus on due diligence / valuation and post deal
services, specifically including review of sale and purchase agreements, negotiation support, transaction structuring and post
closing and integration advisory.

The article has been co-authored by Ankur Kedia. Ankur is Associate Director of Business Recovery Services and specializes
in the field of distressed debt and business turnaround solutions. He has more than 10 years of professional experience
spanning across corporate banking, asset reconstruction and advisory. He has experience across the entire spectrum of debt
financing. As a advisory professional he has helped companies syndicate, refinance, restructure and settle their balance sheet
debt. As part of the investment team of an asset reconstruction company he has made successful investments in companies
facing financial stress.

      Financial Foresights 10
Industry Insights

                    Role of ARCs in the post IBC era

                 Birendra Kumar
                 Managing Director & CEO
                 International Asset Reconstruction Company Private Limited (IARC)

Introduction                            clean the NPAs off the bank's books     uniqueness of the IBC, the biggest
                                        but also to turnaround the sick         change that the IBC seeks to bring
The trigger for the enactment of the
                                        units to the path of profitability.     to the table is to instill a sense of
SARFAESI Act in 2002 and for the
                                        While the principle of the              discipline amongst trade and
Insolvency and Bankruptcy Code in
                                        enactment was laudable, and ARCs        industry regarding the need of
2016, is the same - the need to
                                        have indeed emerged as a viable         timely payments by providing the
resolve the problem of the ever
                                        option for banks to clean their         unpaid vendor with an effective
mounting non-performing and
                                        books, the results have been well       remedial tool. It also aims to bring
stressed assets in the banking
                                        short of expectations and the           the essence of 'time'amongst
system. In the fourteen years that
                                        volume of stressed assets in the        lenders, judicial fora and
have passed between the two
                                        books of banks has only increased       professionals - a quintessential
enactments, much has been done to
                                        over time. The stories of               factor for preserving the value of an
improvise the remedies available to
                                        turnaround post restructuring by        enterprise which is on the verge of
banks and financial institutions.
                                        ARCs have been few and far in           bankruptcy. The swiftness with
While the legislature has amended
                                        between. While the purpose of this      which the Government, the
the existing laws like the Recovery
                                        article is not to discuss the reasons   Regulators (IBBI, RBI and SEBI) and
of Debts due to Banks and Financial
                                        for the above, factors such as the      the judiciary are acting, is
Institutions Act, (RDDB) and the
                                        capital crunch with ARCs, the issue     unprecedented and sets the tone for
SARFAESI Act, the Regulator has
                                        of price expectations between ARCs      all else to emulate. Whether they
introduced new schemes like the
                                        and seller banks, the lack of a         like it or not, decision making in the
Strategic Debt Restructuring (SDR)
                                        favorable legal environment to          banking system right from the
and S4A to fight the menace. Much
                                        support recovery efforts have been      branches to the head offices, will
recovery has happened owing to
                                        some of the contributing factors.       need to be quick, as delays can be
the above initiatives, but certainly
                                                                                fatal. Consensus and solution
not enough to give the bankers, the     Why is the IBC a game                   oriented approach amongst the
government and the regulator a          changer?                                creditors sitting on the committee is
sound sleep.
                                        Just like when the RDDB Act and         yet another factor which banks will
Asset Reconstruction Companies                                                  have to deal with - as deadlocks
                                        the SARFEASI Act were introduced
(ARCs), at the time of their birth in                                           will lead to liquidation.
                                        in 1993 and in 2002 respectively,
2002 were seen as a panacea for the
                                        many have raised doubts as to how       Why the IBC is also a game changer
resolution of the NPA problem.
                                        the IBC will be successful in doing     is because, while it builds upon the
ARCs were conceptualized as
                                        what those Acts have not been able      laudable aim of rehabilitation just
specialized companies with the
                                        to do. While much has been              like the Sick Industrial Companies
onerous responsibility to not only
                                        written and discussed on the            Act, this new law is circumspect of

                                                                                                     Financial Foresights 11
Industry Insights

the pitfalls that SICA faced and is    ticket accounts that have been           there is enough value still
thus decisive on the outcome of a      taken to the NCLT fall in the            existing in the asset.
failed attempt of restructuring and    second or third category - lack          Second, the ARC, having
that too within a time limit.          of or no bidders. Given that             bought the account at a
                                       banks have to provide 50%                discount from the original
ARCs in the IBC era?                   provisioning in their profit and         lender bank, is in a better
Over the past fifteen years, the       loss account once an account is          position than that bank to
number of ARCs has increased to        referred to the NCLT, the pinch          negotiate a competitive deal
24 and there are more awaiting         is painful especially where the          with a prospective bidder.
regulatory clearances. Many of         resolution plan is dependent             ARCs' ability to aggregate the
these are backed by strong domestic    upon the sale to bidders. It is          debt also favorably assists it to
and international financial            even more painful given the              gain a majority voting share on
institutions and have developed        fact that provisioning increases         the Committee of Creditors and
capability to turn around ailing       to 100% in case the resolution           drive the resolution plan.
industrial undertakings. As banks      plan fails for want of bidders or
                                                                            l   Interim financing
look at IBC favorably as an            otherwise and the debtor goes
effective means to recover their       into liquidation. A bank is,             The IBC defines 'interim
dues, thus pops the question           therefore, in a catch 22 situation       finance' as any financial debt
whether ARC - the child of             where if it accepts to sell to the       raised by the resolution
SARFAESI - would continue to           bidder it has to suffer a huge           professional during the
remain relevant? The answer is a       haircut and if it doesn't and            insolvency resolution process.
clear yes, and is based on three       allows the account to go into            From where the resolution
fundamental principles - The IBC is    liquidation, then it stands to           professional shall raise this
primarily intended to be a means of    lose a larger portion of the             finance is not specified and
reviving and rehabilitating units at   money lent.                              hence is open to all who may be
the verge of failure and not a                                                  willing to provide. It is
                                       This paradox throws open two
recovery tool. The business of                                                  unlikely that a bank, with its
                                       opportunities for ARCs. One,
banks is banking and not recovery;                                              loan unrecovered on the one
                                       not all lenders to the debtor
ARCs are meant to be strategic                                                  hand and the burden of
                                       would have felt the need to
restructuring specialists and not                                               provisioning on the other,
                                       initiate the insolvency process.
extended hands of banks for                                                     would want to risk additional
                                       Initiation of IBC proceedings
recovery.                                                                       funds by way of interim
                                       by some other financial or even
                                                                                financing to a borrower
Given the above principles, ARCs       operational creditor would
                                                                                undergoing corporate
have a very unique and important       mean forced 50% provisioning
                                                                                insolvency process. ARCs can
role to play in the IBC regime.        by each lender bank.
                                                                                fill this vacuum and provide the
l   Provisioning woes of banks         Commercially, it may make
                                                                                much-needed finance required
    and debt aggregation ability       sense for the bank to assign the
                                                                                to fund the operations.
    of ARC                             loan to an ARC than to commit
                                                                                However, in the event of
                                       50% provisioning and then
    A good sale is when you can                                                 liquidation of the debtor,
                                       wait for its money to be
    negotiate amongst competing                                                 interest payable on such interim
                                       recovered upon success of a
    multiple bidders. Lack of                                                   financing should not be
                                       resolution plan. This is
    multiple bidders means you are                                              restricted to the liquidation
                                       especially true for SMA
    forced to put up with a limited                                             commencement date. Clarity
                                       category of accounts (which are
    few and sell in a buyers'                                                   from the RBI would perhaps
                                       not yet declared as NPAs),
    market. No bidders mean you                                                 help whether interim financing
                                       where little cushion exists in
    write off a loss. Unfortunately,                                            by ARCs, especially when they
                                       the form of provisions and
    most of the small and medium

     Financial Foresights 12
Industry Insights

    are not a financial creditor to           financial sponsors, as                are undertaking changes within to
    the debtor under insolvency,              mentioned earlier, are suitably       meet the aims of this new law,
    would be in consonance with               placed to tie the lose ends and       ARCs too will have to change and
    their permitted activities under          submit a viable resolution plan.      evolve. The IBC is a golden
    the SARFAESI Act.                                                               opportunity for the ARCs to assert
                                          Conclusion
l   Match making                                                                    their unique position and leverage
                                          The IBC is a game changing law.           from their experience gained over a
    The recent Ordinance followed
                                          The new game demands to be                decade and a half. They will have to
    by the amendment to the IBC
                                          played according to new rules and         rise to the occasion as the real
    has restricted the eligibility as
                                          hence each player will have to            turnaround experts - a laudable aim
    to who can be a resolution
                                          either transform or perish. As            that SARFAESI intended but
    applicant. As such, ARCs -
    given the specialized expertise,      various stakeholders - trade,             somehow got lost in practical
    industry knowledge and with           industry, banks, insolvency               difficulties -because opportunity
    the backing of their strong           professionals, courts and regulators      seldom knocks the door twice.n

Birendra Kumar is Managing Director & CEO of International Asset Reconstruction Company Private Limited (IARC).
Mr. Kumar has been a career banker with over 5 decades of rich and diverse experience in commercial, investment &
international banking in India and abroad. He was the Deputy Managing Director & Chief Credit Officer of State Bank of
India, the largest public sector Bank in India. Prior to that, he was the MD & CEO of SBI Capital Markets Limited for a
period of over three years.
Mr. Kumar has wide experience in the stressed asset sector, having been Advisor, Financial Advisory Services, PwC, Mumbai
from 2002 to 2007 wherein he was instrumental in initiating and leading Business Recovery Services (Distressed Debt
Advisory) practice of PwC in Mumbai. He was actively involved in advising ARCs on positioning strategy, formulation of
business plan and operationalization strategy and in developing policies and procedures.
Mr. Kumar has served on several Expert Groups set up by the Reserve Bank of India and Government of India. He was a
Special Invitee nominated by RBI on the in-house working group set up to examine issues pertaining to development of market
for asset securitization and for high level meeting convened by Government of India in January 2002 on setting up the first
Asset Reconstruction Company. He was the member of the PwC team for undertaking a study on behalf of Asian Development
Bank and Government of India to suggest regulatory changes for creating an enabling environment for successful functioning
of Asset Reconstruction Companies in India.
Mr. Kumar was the member of Key Advisory Group set up by the Government of India to study and recommend measures to
improve the functioning of ARCs. He was also Member of Ministry of Corporate Affairs Working Group on operationalization
of the Insolvency & Bankruptcy Code. He is currently Member of FICCI's Core Group on Insolvency Laws & Chairman,
Association of ARCs in India.

                                                                                                          Financial Foresights 13
Industry Insights

                       Asset Reconstruction under
                      IBC regime - Advantage ARCs
                    Jaisry Mani
                    Chief Manager - Law
                    Edelweiss Asset Reconstruction Company Limited

The idea of Asset Reconstruction       reforms in the insolvency and          Insolvency professionals and the
Companies (ARCs) was conceived         bankruptcy regime are critical for     transactions under Corporate
during the previous banking crisis     improving the business                 Insolvency Resolution Process. It
under the SARFAESI Act, 2002. The      environment, the Government has        has the power to frame and enforce
powers conferred on the ARCs           taken concrete measures to prove       rules relating to corporate
under the legislation to repossess     that with the successful               insolvency resolution, corporate
secured assets and sell without the    implementation of the Code, there      liquidation, information utilities,
intervention of courts worked well     will be a greater impact on the        individual insolvency and
in the initial phase. However, over    economy and the financial sector of    bankruptcy.
the past 15 years, its effectiveness   the country which will promote
and efficiency seem to be restricted   entrepreneurship & revival of sick     Post- IBC- shift in
to small mortgage loans and SMEs       units. This law along with all the     approach
where asset stripping is the primary   underlying rules, regulations and
resolution strategy. Asset             various amendments have paved          Time bound resolution is the key
reconstruction or any meaningful       the way for setting up of 11           objective of the Code. IBC seeks to
resolution in medium and large         National Company Law Tribunals         promote entrepreneurship and
assets, particularly manufacturing     (NCLTs) across the country before      availability of credit for revival.
assets relatively has not been         whom cases for Corporate               The Code also seeks to promote re-
possible due to multiplicity of laws   Insolvency Resolution Process          organisation of the company in a
and judicial forums under the          could be filed by a Financial          systematic manner, failing which
prevailing legal framework which       Creditor/ Operational Creditor/        the liquidation of the concerned
hindered effective recovery, revival   Corporate Debtor itself. The Code      entity is invited. The Code
or liquidation.                        also laid the path for                 envisages a "Creditor in Control
                                       individual/partnership                 Regime" with the Committee of
In the above backdrop, Insolvency                                             Creditors (CoC) playing a vital role
                                       insolvencies provisions of which
and Bankruptcy Code, 2016                                                     in the whole process. The Code
                                       are yet to be notified. The
(IBC/Code) has emerged as a                                                   envisages that any action with
                                       Insolvency and Bankruptcy Board
pragmatic law conceived with the                                              respect to the corporate debtor
                                       of India (IBBI) being the sole
primary objective of facilitating                                             under the Code needs the
                                       regulator was set up on 1st October,
time bound resolution failing which                                           consent/vote of at least 75% of the
                                       2016 under the Code which
liquidation. Recognizing that                                                 voting share of the financial
                                       regulates the profession of

     Financial Foresights 14
Industry Insights

creditors/ CoC. The CoC                 Preponderance of liquidation cases         statutory approvals; which in a
comprising of financial creditors are   in the initial phase of IBC Code is        given case may be difficult and
in a position to identify early         probably on account of large               time consuming thereby
insolvency symptoms of a                number of erstwhile BIFR cases             resulting in the delay of
borrower.                               which got filed under the Code and         implementation of the
                                        hence may not be a true pointer of         Resolution Plan.
Enhanced role and                       the trend of things to unfold in
                                                                               l   Multiple Resolution Plans: It
relevance of ARCs post                  future. Legal and administrative
                                                                                   is possible that the Resolution
                                        issues continue to be ironed out by
the IBC Code                                                                       Plan voted by the CoC may not
                                        the capable jurisprudence of the
                                                                                   go through and if the second
ARCs as assignees of secured debt       NCLTs including the Hon'ble
                                                                                   plan is not kept alive, then the
of banks/financial institutions         Supreme Court and the Hon'ble
                                                                                   CoC will not have a fall back
including NBFCs are at an               High Courts. The receptiveness of
                                                                                   mechanism and the company
advantageous position due to their      all the stakeholders including the
                                                                                   will go into liquidation,
ability to aggregate debt from all or   Government, regulators, the
                                                                                   therefore multiple Resolution
majority lenders with necessary         judicial system, and secured
                                                                                   plans should be allowed.
expertise as well as focus to turn      creditors augur well for a smooth
around stressed and distressed          implementation of the Code.            l   Recourse against the
assets or companies. With such                                                     guarantors: Normally a
expertise along with majority debt      Key challenges faced                       Resolution Plan would
holding and the willingness /           under the Code                             envisage haircuts and would
appetite to take additional exposure                                               entail release of guarantees by
by way of priority loans in select      l   Related party under Section            demand or by implication.
                                            5(24) of Code: Inclusion of            However if the Resolution Plan
cases, ARCs would be able to chalk
                                            Banks, FIs, ARCs who have              fails, the recourse to the
out an appropriate resolution plan
                                            converted part of Debt into            guarantors would be lost,
for revival of stressed/distressed
                                            Equity in the definition of            therefore the Creditors must be
industries where by interest of
                                            'Related party' disentitles them       allowed recourse against the
every stakeholder is considered on
                                            to be a part of the CoC if the         Guarantors in case the
equitable grounds and adequately
                                            equity held by these Banks, FIs        Resolution Plan fails.
protected.
                                            and ARCs is more than 20%.
                                                                               l   Group restructuring: Presently
Journey so far under the                l   Amendment Bill & Ordinance:            no provision under the Code
Code                                        Prohibition of all promoters           and/or regulations
                                            from Bidding and not allowing          contemplates a common
As on date more than 500 cases
                                            genuine and bona-fide                  resolution plan being
have been admitted under
                                            promoters to bid may result in         implemented in respect of
Corporate Insolvency Resolution
                                            reduction in the number of             multiple entities within the
Process (CRIP); 115 cases are
                                            competitive bids and may also          same group.
admitted under Voluntary
                                            lead to liquidation if no
Liquidation Process and about 38                                               l   Cross border insolvency: These
                                            Resolution Applicant comes
cases under Liquidation. Out of                                                    sections though notified, these
                                            forward.
these cases, resolution plan for                                                   by itself may not be enough for
insolvency resolution of the            l   Statutory approvals: A                 the actual implementation of an
corporate debtors have been                 Resolution Plan may provide            efficient and feasible cross-
approved by NCLT in many cases.             for application for fresh              border insolvency regime.

                                                                                                   Financial Foresights 15
Industry Insights

l   Liquidation value due to                  the corporate debtor and may          the CoC in control, the turnaround
    dissenting financial creditors:           fail to attract good or viable        of the Company if found viable will
    As per Regulation 38 of the               resolution plans.                     be the foremost step taken by the
    CIRP Regulations, Liquidation                                                   CoC for maximization of value of
                                          l   Funding of the resolution
    value due to dissenting                                                         the assets. Early identification and
                                              plans: A Resolution Applicant
    creditors needs to be paid prior                                                corrective actions on the part of
                                              may have a suitable plan to
    to any recoveries by consenting                                                 various authorities will help make
                                              help the Corporate Debtor
    creditors. The Corporate                                                        the Code a robust law to tackle the
                                              come out of the CIRP process,
    Debtor/ Resolution Applicant                                                    malaise of NPA early. After the
                                              but it may be possible that such
    may not have funds to pay                                                       amendment of the ordinance, many
                                              a Resolution Applicant requires
    these dissenting financial                                                      borrowers/companies are
                                              funding for such Resolution
    creditors immediately.                                                          desperate to make at least some
                                              Plans.
                                                                                    payments to the banks to be
l   Challenges in obtaining
                                                                                    stopped from being classified as
    interim finance: Presently            Journey ahead
                                                                                    NPAs. Exciting times lie ahead for
    there are many challenges in
                                          The positivity around the                 all lenders, ARCs, borrowers,
    obtaining Interim finance from
                                          implementation of the Code shown          potential resolution applicants,
    existing banks due to
                                          by the regulators and the                 professionals and experts to
    provisioning and asset
                                          Government is not only reassuring         experience and work together to
    classification norms. Also it is
                                          but is also sending a clear message       make the most practical and
    not clear whether the interim
                                          that resolving the NPA problem            consolidated law a success for
    finance provider can charge
                                          faced by the country is certainly the     many years to come. This is
    interest on the interim finance
                                          top most priority and Insolvency          expected to place India in the race
    after the commencement of
                                          and Bankruptcy Code is the law by         of countries for 'ease of doing
    liquidation.
                                          which this problem can be                 businesses. Although the law is still
l   Markets for interim finance:          addressed in a systemic and in a          in its nascent stage, the overall
    The Corporate Debtor usually          time bound manner. With the               feeling of the stakeholders is that
    do not have adequate liquid           option of providing Interim Finance       the Insolvency and Bankruptcy
    assets to continue its                to such Corporate Debtors, the            Code, 2016 is a game changer and a
    operations, in that case, it may      Companies can immediately start to        paradigm shift in the laws relating
    reduce the enterprise value of        function as a going concern. With         to Insolvency.n

Jaisry Mani is Chief Manager, Law at Edelweiss Asset Reconstruction Company Limited. Prior to joining Edelweiss Asset
Reconstruction Company Limited, she was a practicing lawyer associated with law firms with over 6 years experience in
Arbitration (International and Domestic), litigation and non-litigation matters. Having joined Edelweiss in 2016, she is
currently managing the Insolvency and Bankruptcy matters along with other recovery matters of the Company

      Financial Foresights 16
Industry Insights

              Insolvency & Bankruptcy Code
         A Brief Analysis on Recent Market Trends
                  Abhishek Pandey
                  Managing Director
                  Duff & Phelps

IBC: The much awaited                      cleanup exercise in India's history.          Resolution Process (“CIRP”) in a
                                           The Corporate Insolvency                      nutshell is as follows:
reform?
The Insolvency and Bankruptcy
Code has been in force for more
than a year, and given its ambitious                                       Default by company
objectives and impact, it continues
to make front page news. Following
the footsteps of bankruptcy laws in                                    Filing of Application before
                                                                         Adjudicating Authority
developed economies like the UK
and USA, IBC provides an excellent
single framework to deal with                                           Appointment of an Insolvency
                                                                           Professional (IRP/RP)
insolvent and bankrupt firms. The
most important function served by
the Code is that it makes a clear                                           Moratorium Period
                                                                             (180/270 days)
distinction between insolvency and
bankruptcy, the former being a
short-term inability to meet the                                              CoC Formation
firm's liabilities, and the latter being
a long-term view of the firm's
ability to meet its liabilities. Since
                                                                         Resolution Plan Proposed
insolvency is a short-term situation,
it is extremely important to
distinguish it from bankruptcy and
provide a chance to the business to                                              75% of
                                             Goes into                                                        Implement the
turn around. So far, more than 500                             No              Creditors to             Yes
                                            Liquidation                                                       Resolution Plan
                                                                              Approve Plan
companies have been brought to
court by banks under IBC, leading
to what is possibly the largest NPA
                                             Figure 1: Brief Description of CIRP under IBC, 2016

                                                                                                              Financial Foresights 17
Industry Insights

The Code was also hailed for                   days or 270 days as the case may        However, it is interesting to note
addressing the problem of delays in            be, the corporate debtor is             that as per a recent article by
the system by prescribing a clear              liquidated as per the orders of the     Hindustan Times, a fifth of all IBC
timeline for the process.                      NCLT. This aspect of the process
                                                                                       cases have already crossed the 180-
                                               makes it look like an attractive
If the corporate resolution plan is                                                    day deadline. The article mentioned
                                               route for recovery of bad debts. The
not complied with within the                   official timeline of the process can    that out of 525 cases admitted in
moratorium period of either 180                be seen below:                          NCLT so far, resolution plans had
                                                                                       only been approved for 10
                                                                                       companies and liquidation orders
                                                                                       were passed only for only 30
                                          No. of days                                  companies. None of the big fish out
                                          Day –ve 14
                                                                                       of the first list of 12 companies
              Filing of
             application                                                               singled out by Reserve Bank of
              to NCLT                                                                  India have reached a conclusive
                                                                                       stage so far. It appears as if the
                                                                   Admission of        initial heat around IBC is beginning
       Declare moratorium                          0                application
                                                                                       to wane and it might not end up
                                                                                       providing the time- bound relief to
                                                                                       creditors. However, it would
     NCLT to appoint interim                  14                                       interesting to wait and watch the
      resolution professional                      16                Public
                                                                  announcement         progress over the next year and the
                                                                                       banking sector cleanup continues.
                                                                Appoint 2 registered
                                                   21            valuer to calculate
                                                                 liquidation value
                                                                                       IBC: Standards of value
    IRP to constitute CoC and        30 to 44
      submit 30 to 44 report                                                           As per section 35 (1) of the
                                                                                       Insolvency and Bankruptcy Code,
                                                   37               Creditors to
                                                                   submit claims       2016 (“IBC”), “Liquidation Value is
                                                                                       the estimated realizable value of the
                                                                      1st CoC          assets of the corporate debtor if the
                                                   51
                                                                      meeting          corporate debtor were to be
                                                                                       liquidated on the insolvency
                                                   65               Preparation        commencement date”. Further,
                                                                       of IM
                                                                                       section 35 (2) of IBC requires the
        Submission of plan                150                                          valuer to determine liquidation
                                                                                       value using internationally
                                                                                       accepted valuation standards.
                                                                 CoC's approval of
                                                                  resolution plan      According to the International
            Application for                                                            Valuation Standards (“IVS”) 104,
                                          170
            NCLT approval                                                              “Liquidation Value is the amount
                                                                                       that would be realized when an
                                                   180              Initiation of
                                                                    liquidation        asset or group of assets are sold on
                                                                                       a piecemeal basis, that is without
Figure 2A: Timeline of CIRP under IBC, 2016                                            consideration of benefits (or

      Financial Foresights 18
Industry Insights

detriments) associated with a                  period of time to find a purchaser          circumstances will depend upon a
going-concern business”.                       (or purchasers), with the seller            number of factors such as available
                                               being compelled to sell on an “as-is,       time for disposal, market depth, etc.
According to the Indian Banks'
                                               where-is basis”.                            It may also reflect the consequences
Association (IBA), ”Liquidation
                                               The reasonable period of time to            for the seller on failing to sell
Value describes the situation where
                                               find a purchaser (or purchasers)            within the period available.
a group of assets employed
                                               depends upon asset type and                 As such, the premise of Liquidation
together in a business are offered
                                               market conditions. Forced sale              Value for the said purpose is
for sale separately, usually
                                               describes a premise where a seller is       Liquidation Value of the assets on a
following a closure of the business”.
                                               under compulsion to sell and that,          standalone basis (in most cases) or
An orderly liquidation-based value             as consequence, a proper marketing          in some cases group of assets in an
is the one that could be realized in a         period is not possible. The price           orderly sale.
liquidation sale, given a reasonable           that could be obtained in these

                                 +

                                                                                         Typically, acquisition value by a
         Businesses                               Synergistic Value
                                                                                                 strategic buyer
           with no
          imminent
                                                  Orderly                                Typically, acquisition value by a
            fear of
                                                  Transaction in no                              nancial buyer
         liquidation
                                                  Distress Situation

                                                  Orderly Transaction      Based on
                                                  in Distress Situation                      Sale as a going concern
                                                                          Resolution
                                                  (business sale)                         rather than individual assets
                                                                             Plan

         Businesses
                                                  Orderly liquidation     Liquidation      Sale as individual assets
            facing
                                                  (piecemeal basis)          Value       where sufcient time available
         liquidation
                                                                           Estimate             for transaction

                                                  Forced liquidation                        Sale as individual assets
                                                  (piecemeal basis)                     where sufcient time not available
                                                                                                 for transaction
                                 -

Figure 2B: Brief Description of Standards of Value under IBC, 2016

Breaking down the glut –                       points towards the cooling real             defaulters (public companies only)
                                               estate market and its impact on the         being approximately INR 95,600.0
who's going bankrupt?                                                                      Cr as of December 31, 2017.
                                               associated industries. Delayed
                                               implementation of projects due to           Downturn in the commodities
Real estate, construction and
                                               land acquisition and environmental          markets, coupled with low
engineering segment made up
                                                                                           international competitiveness of
about 21.8 percent of all publicly             clearances further adds to their
                                                                                           Indian firms in the global market
listed companies by asset value                obstacles to generate revenue.
                                                                                           has made it difficult for this
with combined asset size of                                                                industry to revive. In cases like
                                               The Metals industry (17.3 percent)
approximately INR 91,260 Crore                                                             Bhushan Steel, significant capacity
                                               has also been significantly affected
(“Cr”) as of December 31, 2017. This           with a total asset size of all              expansion was undertaken at the

                                                                                                                  Financial Foresights 19
Industry Insights

peak of the commodity price cycle,                    industry is going through                      Kalyanpur Cements Limited, Amit
leading to investments which never                    significant downsizing.                        Spinning Industries Limited and
generated enough return.                                                                             Jenson & Nicholson (India) Limited.
                                                      Key trends                                     5.4 percent of all publicly listed
The Technology industry (1.8
percent) saw the least number of                                                                     defaulters filed for insolvency/
                                                      16.2 percent of all publicly listed
defaults, primarily due to lower                                                                     bankruptcy with NCLT fall in the
                                                      defaulters filed for insolvency/
financial leverage requirements in                                                                   range of INR 50,000.0 - 1,00,000.0
                                                      bankruptcy with NCLT fall in the
the industry, resulting in lower                                                                     Cr, including companies like
                                                      range of less than INR 100.0 Cr.,
cases filed with NCLT. This,                                                                         Bhushan Steel Limited and Lanco
however, may change as the                            including companies like
                                                                                                     Infratech Limited.
                                                       Total Assets (Size Segmentation)

                                                                                              5.4%
                                                                                                         16.2%
                                Less than INR 100.0 Cr                               13.5%

                                INR 100.0 - 1,000 Cr.

                                INR 1000.0 - 10,000.0 Cr

                                INR 10,000.0 - 50,000.0 Cr                                                       29.7%
                                                                                     35.1%
                                Greater than INR 50,000.0 Cr.

Figure 3: Range of Total Asset values of public companies led with NCLT under IBC, 2016

                    Public defaulters led with NCLT under IBC, 2016 (Industry-wise Segmentation)*

                                  Automobile (3)                              6.4%

                        Consumer Servicers (2)                                       8.2%

                                    Electricals (5)                           6.4%

                                       Energy (1)                             6.4%

                        Food and Beverages (5)                                6.4%

                                    Healthcare (2)                     4.5%

                                        Metals (9)                                                                   17.3%

Real Estate, Construction & Engineering (11)                                                                                       21.8%

                                   Technology (2)             1.8%

                                       Textiles (4)                    4.5%

                                        Others (7)                                                                16.4%

                                                  0.0%               5.0%             10.0%             15.0%             20.0%           25.0%

Figure 4: Industry-wise Segmentation of public companies led with NCLT under IBC, 2016
*Number of public companies considered under each industry are indicated in brackets.

      Financial Foresights 20
Industry Insights

Stock price analysis –                   Healthcare and Electricals Industry            median discount of 1.6 percent
                                         accounted for the highest median               despite comprising the highest
How is the market
                                         discount of 54.1 percent and 43.0              proportion of defaulters.
reacting?                                percent, respectively. Interestingly,
                                                                                        We also tried to understand the
                                         this includes Inox Wind, which was
We tried to analyze the impact of                                                       trend of discounts based on the
                                         dragged to court for claims worth
bankruptcy proceedings on stock                                                         total asset size of the companies.
                                         INR 56 lakhs and the share price
price of the defaulting companies.                                                      Although no clear trend emerged
                                         tanked despite the company issuing
Ideally, the market should price in
                                                                                        for the analysis, the highest median
                                         clarifications. Companies in the
the probability of default and give
                                         metals industry recorded the least             discount was recorded by
an indication of liquidation value of
the companies. To weed out the
effect on infrequent trading prices,
we excluded the thinly traded
stocks as well as companies with                  Discounts on stock prices (Asset-wise Segmentation)
less than INR 100 crores of market
capitalization. Our final sample size
consisted of 37 companies.
                                                     Less than INR 100.0 Cr                       10.2%
Comparing the stock price of each
stock as of the date of admission
into NCLT with its price 6 months
                                                        INR 100.0 - 1,000 Cr.                                                 30.1%
prior, we computed the discount
for each stock. We observed an
average and median discount for all
defaulters to be 25.7 percent and                   INR 1000.0 - 10,000.0 Cr                                             26.7%
23.2 percent, respectively.
Interestingly, some of the
prominent defaulters like Bhushan
Steel, Jaypee Infratech, Jyoti                    INR 10,000.0 - 50,000.0 Cr                        11.8%
Structures, Monnet Ispat & Energy
and S.A.L. Steel, actually observed
an increase of about 30.0 percent in
                                              Greater than INR 50,000.0 Cr                                           24.4%
their stock price. Incidentally, these
companies also attracted significant
buyer interest at the resolution
stage. It appears as if the market
does not expect these companies to       Figure 5: Stock Price discounts of public companies led with NCLT under IBC,
go into liquidation despite the high     2016 (Asset-wise Segmentation)

leverage.

                                                                                                               Financial Foresights 21
Industry Insights

companies in the range of INR 100.0              not seen major decline in stock                 acquired by a market participant in
- 1,000.0 Cr at about 30 percent.                prices/ marginal increase in stock              the near future. n
                                                 prices reflect their potential to be
We can infer that firms that have

                                   Discounts on stock prices (Industry-wise Segmentation)*

                                  Automobile (3)                                            28.2%

                           Consumer Servicers (1)                                   23.2%

                                    Electricals (4)                                                             43.0%

                                       Energy (1)                                           28.7%

                           Food and Beverages (5)                                        26.3%

                                   Healthcare (2)                                                                              54.1%

                                       Metals (6)       1.6%

     Real Estate, Construction & Engineering (8)                                             29.1%

                                      Textiles (3)                        16.0%

                                       Others (4)                        14.7%

                                                 0.0%          10.0%       20.0%         30.0%         40.0%         50.0%        60.0%

Figure 6: Stock Price discounts of public companies led with NCLT under IBC, 2016 (Industry-wise Segmentation)
*Number of public companies considered under each industry are indicated in brackets, differs from previous page due to thinly trading
analysis and consideration of public companies only above market capitalization of INR 100.0 Cr.

Abhishek Pandey is the managing director at Duff & Phelps and is based in Mumbai Abhishek is part of the national
management in India. He is responsible for overseeing key engagements, relationships and strategic initiatives for the Indian
operations. He is also responsible for driving M&A advisory in India.
He has more than a decade long experience in managing a range of financial advisory engagements across various industries.
He has provided financial advisory to clients for purposes including, mergers and acquisitions. Negotiations, In the area of
valuation settlement of disputes, accounting and tax reporting, and strategic assessment. He has also helped companies to
develop business strategies for expansion and pricing, and in evaluating possible financial strategies.
Abhishek has managed assignments such as swap ratio determination, portfolio valuation, equity valuation, valuation of
financial instruments (such as complex convertible instruments, ESOPs and other hedging instruments), purchase price
allocation and impairment assessment (per IFRS, US GAAP and Indian income tax). He has handled several complex cross
border engagements where teams from multiple countries were working simultaneously. Abhishek has advised on transactions
in Consumer, Technology and Industrials vertical.
Abhishek has been speaker at conferences organised by forums such as ASSOCHAM and VC Circle on valuation and M&A
related topics. Abhishek's prior work experience include stints with corporate finance and advisory division of Deloitte and
Grant Thornton. At Deloitte he was part of Industrial M&A team.Abhishek holds a Master of Business Administration degree
from INSEAD (France).
This article has been written with valuable contributions from Aviral Jain, Director, Ayushi Sharma, Senior Consultant &
Sarvang Sawalka, Trainee from Duff & Phelps team.

      Financial Foresights 22
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