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An Asset Reconstruction Company is a financial institution that buys Non-performing Asset from financial institution and banks. In other words, the ARC buys bad assets from the banks so that the banks’ balance sheet does not show any long outstanding dues. This enables the banks to perform their other banking activities rather than putting effort into recovering bad assets. Henceforth, they play a pivotal role in reducing the number of bad assets from banks all over the country.
To provide a better framework for the functioning ARCs, the RBI issued a circular on “Review of Regulatory Framework for Asset Reconstruction Company” on 11th October 2022 and suggested suitable measures, which are discussed below.
Table of Contents
Governance Structure of Asset Reconstruction Company
The current framework has reviewed the framework for governance structure in the different categories, which is discussed below:
The performance of the MD/CEO/WTD shall be reviewed by the board annually.
The board shall establish the following committees to strengthen the board’s oversight.
The Asset Reconstruction Company shall form a nomination and remuneration committee that shall possess the powers mentioned under Section 178 of Companies Act 2013.
The Asset Reconstruction companies are required to comply with the circular within 6 months from the date of the circular.
The Asset Reconstruction Companies must obtain approval from RBI if there is any change in shareholding due to the transfer of shares. Moreover, any change in the sponsors of Asset Reconstruction Company on account of a fresh issue of shares shall require prior approval from RBI.
The Asset Reconstruction Company shall take due diligence in determining the individual’s suitability for the position. The ARC shall base its judgement on the previous track record and other “fit and proper” criteria. The Asset Reconstruction Company shall obtain necessary information and declaration from the appointed or existing directors and MD/CEO so that nomination and remuneration committee can scrutinise the supplied information.
Further, the declaration of updated information shall be supplied by the directors on an annual basis. In case if there is a change in the information, then the said change shall be communicated to the Department of Regulation of RBI.
The directors must sign a covenant in the prescribed format at the time of joining ARC, which shall act as an agreement to perform their responsibilities.
The following additional disclosures are required to be made by the Asset Reconstruction Companyin the offer document:
The asset Reconstruction Company is required to gather recovery ratings of Security Receipts from Credit Rating Agencies for at least 6 rating cycles. In case if there is a change in the rating between these 6 cycles, the said change shall be disclosed by Asset Reconstruction Company along with proper reasoning.
Settlement of Dues under a one-time settlement
The guidelines have modified the framework for reconstructing financial assets through the settlement of dues. The Asset Reconstruction Companies shall be required to frame a policy approved by the board. Further, the process of settlement, as defined in the guidelines, is discussed below:
Moreover, the settlement amount shall be calculated as follows:
Further, the Asset Reconstruction Company shall ensure compliance under Section 29A of IBC 2016[1] while dealing with prospective buyers as previous instructions given under para 2(B) of circular no. DNBS (PD) CC.No. 37/SCRC/26.03.001/2013-2014 shall stand withdrawn.
The circular has modified the policy on management fees and introduced new measures, which are:
The circular has changed the minimum net-owned fund requirements for ARC. The NOF requirement is now increased to 300 crores from the current requirement of 100 crores. Additionally, the Asset Reconstruction Company that obtained the registration certificate after the issuance of this circular shall have a minimum NOF of 300 core.
The current guidelines have allowed the Asset Reconstruction Companies to deploy their surplus funds in short-term instruments, namely:
However, the funds can be deployed subject to the following conditions:
The Asset Reconstruction Companies can invest in the Security Receipts under one scheme and till the redemption of all security receipts issued under such scheme at a minimum of:
The present guidelines have now allowed the Asset Reconstruction Companies to act as the resolution applicant under IBC, provided that the Asset Reconstruction Companyis subject to the following conditions:
Any stressed loans declared as default in the transferor’s books can now be transferred to the Asset Reconstruction Companies.
The Asset reconstruction Companies play a significant role in reducing the financial burden on the banks by eliminating the risk of recovery from bad assets. Henceforth, the current guidelines are issued to enable Asset Reconstruction Companies to function transparently and efficiently. The current guidelines have also mandated that the director and the key managerial person shall disclose certain information and shall meet the “fit and proper” criteria. Further, allowing ARC to act as a resolution applicant will diversify their business activities and help them earn more income. Therefore, the ARC must comply with the current framework within 6 months from the circular date.
Read our Article: Key Updates:RBI Master circular on Asset Reconstruction Company
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