The regulator had raised the issue of the unique agreement between
and HDFC Bank over a period because it believed the arrangement was not good for the industry from a structural standpoint as well as a risk standpoint, said the three people who did not want to be identified.
“The RBI was getting uncomfortable with the arrangement,” one said. “There could have been other considerations like regulatory convergence between NBFCs and banks, but the arrangement couldn’t have lasted long once the regulator started questioning it. Better to end it before the regulator takes action.”
HDFC Bank makes loans to the parent company at a fee of 1.10% and it has the right to buy 70% of the loans it has issued. Until now, except for one year, the bank redeemed 70% each year. The bank pays 75 basis points to HDFC for servicing the loans bought back from the parent company.
The arrangement is similar for other banks with which HDFC has links where the companies are small compared to HDFC Bank. But banks like
and do not redeem their full limit.
Some executives said regulatory issues were not the trigger for the merger.
“As this loan buyout is a related party transaction, the RBI is looking at it more than usual,” said an HDFC executive who did not wish to be identified. “Every year there is a meeting with large conglomerates with substantial amounts of financial services firms. This meeting also includes other regulators like Sebi, IRDAI and PFRDA. Three people from HDFC have always attended these annual meetings which began with a business presentation and followed by questions about related party transactions.There were never any questions or red flags raised by RBI about this arrangement.
HDFC did not respond to an email seeking comment.
HDFC and HDFC Bank proposed in April to merge to create a financial services giant worth nearly ₹13 lakh crore, ending nearly two decades of speculation.
HDFC Bank said market opportunity was the main reason for the merger. “This presents significant cross-selling opportunities, especially as 70% of HDFC Ltd customers do not do business with HDFC Bank. In addition, approximately 5% of HDFC Bank customers take out home loans from other sources,” he said in a statement.
The existence of two entities in credit activities has limited growth opportunities. In addition, tighter regulations for NBFCs have reduced regulatory arbitrage for HDFCs.
“Over the past two years, there have been regulatory changes for banks and NBFCs which have significantly lowered the barriers to a potential merger,” HDFC Chairman Deepak Parekh said when the merger was announced. in April.
“The strategic rationale for the proposed merger includes SLR CRR for banks, which was 27% and has now been reduced to 22% (18% for SLR and 4% for CRR). Interest rates are more favorable today than in previous years. The merger is between equals.
HDFC is the dominant shareholder of HDFC Bank with a 21% stake, which prevented the bank from selling mortgages to avoid a dispute with the parent company, which led to an arrangement in 2003, nine years after the establishment form the bank. HDFC also has a stake in a mutual fund, life insurers and general insurers, which would belong to HDFC Bank after the merger.
“Maybe they didn’t have the request before that, but since we were doing this deal, it was felt that two entities from the same group couldn’t do the same deal,” the HDFC executive said as quoted above. above. “The arrangement has now been going on for 19 years.”
While the merger proposal awaits approval from the banking regulator, HDFC Bank Managing Director Sashidhar Jagdishan is confident of getting it. “The structure we requested is the structure that was requested by the regulator,” he told analysts last week.
Analysts ranging from Nomura to ICICI Securities are bullish on the merger and have a buy rating on HDFC Bank stock.
“The bank now felt that the conversion of a mortgage loan from an agency product to an in-house product was necessary,” said Kunal Shah, an analyst at ICICI Securities. “Home loan customers reflect a potential of 7 times the deposit balance compared to those who do not benefit from home loans.”
According to Nomura Securities, the biggest challenge for the merged entity would be raising deposits to fund growth. “Generating liabilities to support this growth will be the limiting factor, according to management,” said Nomura’s Nilanjan Karfa. “To that end, management has called for deposit growth to outpace loan growth, but without having to raise deposit rates competitively. Deposits will be mobilized by increasing the bank’s presence in areas where its share of wallet is very low. Management plans to add 1,500 to 2,000 branches per year.