Banks in India have not experienced a worse year in the past two decades than 2018.
Meera Dhanashri | Rakesh Sharma
On January 2, 2019, The Economic Times rang in the New Year on a cautiously hopeful note and writer Atmadip Ray stated, “After many false hopes over the past few years, there appears to be a new dawn for the banking industry in the year 2019. The pitch is somewhat ready for a long innings, although there could be occasional bouncers either from the government in an election year to win votes, or a financial calamity from shores far away.”
And what did he base this estimation on? He believes that regulatory moves will curb excesses in the Indian financial world and also that the resolution of corporate stressed assets might help to unclog the system. He also thinks the bad loans formation could slow down, and cites the Reserve Bank of India's latest Financial Stability Report, stating that gross bad loans would slide in fiscal 2019, a first since 2015.
And what is the imagined icing on the cake, for this analyst? Well, the success of the three-way merger of Bank of Baroda, Vijaya Bank and Dena Bank! His assessment is one of many diverse voices on the subject we will be talking about today. We covered this development when it was first announced.
On this edition of Digging Deeper, we will address the momentous merger and try to make sense of the fine print and just what it entails. Are bank mergers an effective solution? What is the precedent for it? Did it work for SBI? These are some of the questions we will tackle on this episode of Digging Deeper with Moneycontrol.
There are various takes on the subject and the ET piece thinks that unlike in the past, where failed private banks were merged with public banks to save depositors, the merger between these three, albeit forced, is a consolidation of sorts to achieve economies of scale and to eliminate duplication.
The success of this exercise, opines the writer, would pave the way for the new government to push more bank mergers.
The point there being, banks in India have not experienced a worse year in the past two decades than 2018; they have also seen losses for the first time since 1993-94, with state-owned lenders who control two-thirds of Indian banking adding to the woes. In 2017-18, PSU banks incurred losses of Rs 85,400-crore, while private banks continued to be profitable.
We quote, “Six of 21 public sector banks have seen the severest stress with one-fifth of their loan portfolio turning bad. Twelve of them made losses in the third quarter. The successive quarterly losses weakened their capital and pulled down capacity to lend. Public sector banks lost market share rapidly as the space vacated by them was grabbed by non-bank lenders in 2017-18, but some rebalancing was evident during the third quarter of the current fiscal following the liquidity crisis for Non-Banking Finance Companies (NBFCs).”
Four of the twelve banks under Prompt Corrective Action are likely to come out of the regulatory sanction soon, aided by loan recoveries and the government’s largesse in throwing taxpayer money into them.
Shadows of doubt
Salil Panchal of Forbes India though wrote a cautionary piece in September 2018 and wondered if the three-bank merger could shift the banking sector's focus from the real issue - tackling the NPAs, an issue that has dogged the Indian banking system for a while now.
As he explained, merging three state-owned banks – Bank of Baroda, Dena Bank and Vijaya Bank – is meant to consolidate the banking system and reduce pressure on the national exchequer, and in the process create India’s third largest bank (by size of book of Rs 14.82 lakh crore), after the State Bank of India and the private HDFC Bank.
But as Forbes India says, “The history of recent mergers does not make for good reading. Merging weaker companies – in this case Dena Bank – with stronger ones has always been an ill-advised move and a plan that has not been thought through fully. Already the State Bank of India, which merged five of its associates and Bharatiya Mahila Bank (BMB), with itself last year, has been struggling with losses for the last three successive quarters (Q1FY19 loss was Rs 4,875 crore). Higher provisioning and a rise in operating expenses due to wage revisions and a rise in gratuity limits have been weighing on its books.”
Hemindra Hazari, independent banking analyst who publishes his writings on Singapore-based research platform Smartkarma, speaking to Forbes, said that in theory, the government’s proposed merger move may sound positive, on the claim of achieving size and economies of scale. But in reality, it might be negative for Bank of Baroda and Vijaya Bank shareholders, due to the weak asset quality of Dena Bank and staff-related concerns. In the piece, he also questioned how costs would be more effectively managed, if there was no reduction in jobs? And as we mentioned before, what, just what would happen to the three letters that have come to be the bane of the banking sector in India – NPA?
The question Forbes raises is whether the idea of mergers that looks good conceptually has substance, and if it can can quantify capital impairment and if there will be further capital infusion in these three banks.
Darpin Shah from HDFC Securities told Forbes that the move is positive for Dena Bank, while negative for BoB and Vijaya Bank.
As is now widely known and reported, the merger is set to create the third largest banking entity in India. According to Union Minister Ravi Shankar Prasad, the merger will allow the combined entity under BoB more lending power and will give BoB, a global competitive identity.
He also reassured that all the employees of Dena Bank, Vijaya Bank will now automatically come under BoB and that there will be no effect on their service and working conditions.
It must be noted that as Business Today reports that the approval for merger of these three banks comes days after nine bank unions, with close to 1 million employees, held a nation-wide bank strike against the decision. That ought to tell us what the sentiments of the people actually in the business are.
Mere optics or a solid plan?
In September 2018, M.S. Sriram, who works with the Centre for Public Policy, Indian Institute of Management Bangalore, wrote a thought-provoking piece in Mint as he recounted the hopeful note on which the government had taken charge in 2014.
As he wrote, "When the Modi government took charge in 2014, it was set to prove its admirers right, and the skeptics wrong, on banking reforms. The then Governor of the Reserve Bank of India (RBI), Raghuram Rajan, was halfway through his tenure and had independently started the clean up of the banking system by taking action wherever the remit of the RBI worked. When it came to matters beyond the RBI’s powers, Rajan worked with the government.
The clean-up of balance sheets; recognition of non-performing assets; taking pro-active steps in default cases and strategic structuring of stressed assets were some of his initiatives. Rajan had also taken the initiative to set up the PJ Nayak Committee, which looked into the governance of public sector banks. The committee had drawn up a road map that was contemporary and relevant. The report was submitted just after the new government came in.”
It should have gone swimmingly well from then on. As the piece reminds us, "one of the earliest large initiatives by the Modi government was the Prime Minister’s Jan Dhan Yojana, an ambitious financial inclusion plan rolled out through the public sector banks. Before completing a year in office, the government had called in all chiefs of the public sector banks to a two-day Gyan Sangam in Pune.
By August 2015, there was even more hope in the minds of the admirers. The role of the chairman and managing director was split to have a non-executive chair, as suggested by the Nayak Committee. The government announced that they would look at hiring professionals laterally (from outside the public sector banking system) at least for five large banks. Why, the government actually appointed managing directors from the private sector for two large banks.”
And in February 2016, writes M.S. Sriram, the government announced the setting up of the Banks Board Bureau (BBB) headed by Vinod Rai, the former Comptroller and Auditor General of India. This was followed up with another round of Knowledge Confluence, “Gyan Sangam” in Gurgram where another round of strategising was done. The reform of the banking system seemed to be well on track.
Rajan, in the meanwhile, was busy doing his job and by April 2014, two new private sector banks were licensed. Rajan was putting the recommendations of the Nachiket Mor Committee into action by putting up documents on the future structure of banking in India, inviting applications for new types of banks. By September 2015 there were announcements that RBI had given an in-principle licence to 11 payments banks and ten small finance banks—thereby initiating a significant change in the balance between privately-owned banks and state-owned banks.
Mint again, “Rajan was also changing the space for inclusive finance by encouraging private banks to do business profitably while not removing focus on the requirements of the priority sector (including agriculture and micro and small enterprises sector). There were structural and market friendly responses to each of these issues that needed to be addressed.
The only aspect that did not sound quite like reform was the Prime Minister’s Jan Dhan Yojana programme, which was rolled out without business considerations, on a whim, with implementation and saturation as the focus. But that was also seen positively as an agenda towards greater inclusion, as an investment in the architecture for technology enabled direct benefit transfers which would also help the banking system.”
As is obvious, the largest sectoral beneficiary of the new government looked like the banking and financial services and well on the way to implement the recommendations of the Narasimham Committee. This was the first committee on financial sector set up in 1991 and the second on the banking system set up in 1998 that had suggested consolidation of banking system, withdrawal of the government and a vibrant private sector banking operating in the market place.
M S Sriram again: “We already had private sector participation, we were on the road to professionalize the boards and they would hopefully lead the process of consolidation. The independent non-executive chairmen on the banks were reputed individuals and they would take charge of the governance function. While there were some issues about the sequencing of events— like the setting up of the Banks Board Bureau could have preceded the first appointments from the private sector—things appeared to be moving in a certain direction.”
And then came the bad news
Jayant Sinha, recalls the writer, the then Minister of State for Finance who was spearheading the reform in the banking sector, was moved to the Ministry of Civil Aviation in July 2016; Raghuram Rajan’s term as Governor ended in September 2016; and Prime Minister Narendra Modi announced the withdrawal of legal tender status for 86 percent of currency in circulation in November 2016. These three events jammed the reform pedal and how.
Inevitably, demonetisation embroiled the banking system into sorting operational, digital, cash and strategic logistics of the fall out.
Analysts worry that the merger of Bank of Baroda, Vijaya Bank, and Dena Bank is in a continuing context of taking ad-hoc decisions without due consultation and value addition. As Mint says, “While this high-profile decision has hit the news, do remember the government has also taken a decision to merge several Regional Rural Banks under the Phase III consolidation.
This brings their overall numbers from 56 to 38. Both these decisions have been taken without due process, due diligence and with little regard to the governance processes. The approach of the government has been to tuck a weak Dena Bank with a relatively strong Bank of Baroda (BoB) and offer a lollipop of Vijaya Bank as a sweetener.
At the end of it we have a relatively weaker structure. BoB declared losses in two of the last three years, but was able to absorb these because of its comfortable capital position. It has just finished a process of clean up of all known NPAs and undertaken significant re-engineering of its portfolio mix and business practices.”
He also recalls the large mergers in the past—ICICI Bank and Bank of Madura several years ago, Kotak Mahindra Bank and ING Vysya Bank recently when amalgamation happened without value destruction but in his opinion, Dena Bank being a part of the current triad just does not make any sense.
The point he is making is, that if reform was the intention, why take whimsical decisions and not continue from the path of 2016 and along the larger intellectual argument of the Narasimham Committee?
Sriram argues, “Whether disinvestment should precede reforms or coincide with reforms is a moot question. Given the current scenario, it is clear that reform should happen first before value is unlocked in disinvestment. Professionalisation can happen without necessarily moving towards privatization. That aspect was proved by Modi himself when power sector reforms were undertaken in Gujarat during his tenure. Unfortunately we cannot credit his government at the centre of adequately addressing the reform process and getting the sequence right.”
As the NPA monster keeps raising its ugly head to push the banking system into deeper and deeper crisis, the government has yet again diverted its attention, he says, and rues that instead of addressing hard questions on reforms, we have now regressed to the cosmetics of announcements that the government has packaged as reforms. In this instance the government has not only got the sequence wrong, they have got the timing and the combination wrong, is his opinion.
B Yerram Raju, an economist and risk-management specialist explained in an October, 2018 Hindu Business Line piece, why merger of PSBs was not a good idea especially because it is unfolding 10 years after the Great Recession of 2008, which was triggered by big banks in the United States.
He points out that since nationalisation, Indian banking has grown and exhibited much diversity in size, content and structure, represented by PSBs, regional rural banks, new generation private banks, old private banks, foreign banks, cooperative urban banks, cooperative rural banks, small payments banks, small finance banks, and NBFCs.
He says, “Business correspondents support the financial inclusion efforts of banks. Such diversity and effective regulatory oversight contained the contagion effect of the decade-old global recession on the Indian economy. The Narasimham Committee (1994), while arguing for six large globally competitive banks, preferred closing the weak banks to merging them with strong ones.
There have been 39 mergers and takeovers during the post-nationalisation period, which includes the SBI merger. It is important to draw lessons from all these mergers. While all banks reduced their presence in rural and semi-urban, non-profitable centres post-liberalisation, SBI, post-merger, closed 5,000 branches, thus effectively guillotining the plan to reach the unbanked poor.
Regulator-driven financial inclusion efforts of 2005, board-monitored measures, and Jan Dhan Yojana have supplemented the financial inclusion agenda. India Post Bank is the new institution aimed at taking banking services to the doorsteps of the least banked. Against this backdrop, the latest merger is enigmatic.”
He reminds us that former RBI Governors Y V Reddy, D Subba Rao and Raghuram Rajan have, on one occasion or other, cautioned the government against seeing consolidation as a panacea for the ills of the banking system.
Further from the Hindu Business Line, “Though the RBI’s Financial Stability Report has estimated healthy economic growth of over 7.5 percent for 2018, it has warned against complacency. And, this comes despite legal and regulatory measures to stem the NPA (non-performing asset) rot in banking through ‘market-based resolution plan for insolvency’ (IBC), putting 11 banks under surveillance via prompt corrective action (PCA) plan, and continuing efforts to de-stress the sector. The government, however, has put together another merger, even before the results of the PCA were known.”
He reminds us that in the end, banking is all about financial intermediation and people are at the epicentre, both in front and behind the counters. As he says, “The culture of the institutions is intertwined with the culture of the regions. Human resource and cultural issues have impeded the success of mergers across periods and nations. It is, therefore, important that the big banks think twice before turning into unwieldy conglomerates. Basic banking and customer services cannot be compromised.”
He suggests that the government start development banks to fund infrastructure projects and, thereby, relieve PSBs of this task and concentrate on improving governance in PSBs, pledge not to interfere in loan sanctions, and move a resolution in Parliament that no party would indulge in loan write-offs either for the farm or other sectors unless the areas are affected by severe natural calamities.
As he says, “Further, higher capital allocation with or without Basel-III cannot prevent bank failures triggered by systems, people and processes. Both demonetisation and GST had hit not just the MSMEs but also resulted in the lengthening of processing time. Even politically speaking, with elections round the corner, toying with the financial sector with mergers looks faulty, unwise and untimely.”
Some upbeat notes
Harsh Vardhan, an executive-in-residence at the Centre for Financial Services, SP Jain Institute of Management Research, in a previously published Moneycontrol piece however suggests that merging three PSU banks is a bold step and can set path for future mergers. Though, even he says, that while there are clearly benefits in this merger, it is important to also note that the mergers of this kind are not a panacea for all the challenges facing PSBs—especially the problem of NPAs. He is however hopeful that the move could deliver several very positive benefits not just for these banks but also for the broader banking and finance sector and indirectly for the Indian economy.
He writes why he thinks this is a good idea and we reproduce his points.
First, the move reduces the governance challenge for the government, in that it has two fewer banks to find good CEOs for, two fewer boards to appoint, and two fewer entities to audit. I
n the past few years, we have seen many PSBs with long spells without a CEO and inadequate boards highlighting the challenge government faces in making appointments. Setting up of the Banks Board Bureau appears not to have had much impact on this process. So, having to make fewer appointments will be a relief for the government.
Second, the merger creates a larger bank. Banking business has sizeable economies of scale and larger banks tend to be more efficient than smaller, sub-scale banks. The Indian banking sector is excessively fragmented where even the largest of the Indian banks are puny by global standards. Among the large economies, India has the third most fragmented banking sector behind the United States and Germany.
Economies of scale will continue to increase with increasing investments in technology. A more consolidated banking sector with fewer and larger banks is also likely to be more resilient. It is interesting to note that in the global financial crisis, two developed economies whose banking sectors were least impacted were Australia and Canada, both of which have consolidated banking sectors with a few dominant, large banks along with a number of much smaller specialist banks.
Third, this merger will help these banks deal with the large-scale retirement of senior management that they are going to face in the next few years. Pooling of the managerial talent in the combined entity would allow more efficient deployment over larger businesses and operations thereby easing the challenge presented by retirements.
Fourth, it will reduce the urgency of capitalisation of financially the weakest of the three banks (Dena). Relatively healthier balance sheets and capital levels of the other two banks would effectively eliminate the immediate need for any capital infusion on part of the government. In a year where government finances are already stretched, even a small relief on this count is welcome.
Fifth, there are potential synergies that can be realised in a merger. There could arise from economies of scale and scope, cross-selling products of one bank to the customers of the other, rationalisation of the branch network, etc. The extent and the sources of synergies will have to be carefully worked out and a programme developed to realise them as the banks are integrated.
He however cautions once again that the pressing problem of NPAs will not be solved by just merging these banks. It will require fixing deeper institutional weaknesses.
Harsh Vardhan for Moneycontrol again: “Any merger is challenging, even for privately-owned and managed companies who regularly engage in mergers and acquisitions. All the stakeholders — employees, customers, vendors, shareholders, regulators — have to be carefully managed through the process. Communication is crucial. Synergies that seem obvious on paper are harder to realise in practice. On the other hand, a poorly-managed integration can impose costs and business disruptions. The integration process requires skilled and careful management. This is a merger of three entities, each with a long history, culture, tradition, and a large organisation (together over 85,000 people) which will be even more complicated than more common merger of just two entities.”
He also reminds that PSU banks have not had any experience in this area and hence will have to find skills in managing the integration. The process will also require regulatory support — the merging banks may need temporary exemptions from single borrower exposure norms and approvals for consolidating branches within close proximity, etc.
How could the merger have been handled better?
A September 2018 piece on The Hindu, while trying to make sense of the move to merge banks, also opined that shareholders should have been consulted before asking healthy banks to take over weak banks to handle the bad loans crisis.
We quote in parts, “Forced mergers such as the current one make little business sense for the stronger banks as the weaker banks tend to be a drag on their operations. It is important to ensure that such mergers do not end up creating an entity that is weaker than the original pre-merger strong bank.
Ideally, mergers ought to be between strong banks. Then again, these are not normal times and with many banks in a precarious situation, the immediate compulsions for merging the weak Dena Bank with the stronger Bank of Baroda and Vijaya Bank are clear. From a corporate governance perspective, however, the merger sends out rather poor signals. Here is a dominant shareholder in the form of the government that is dictating critical moves that impact the minority shareholders, who are left with no say in the matter.
A merger as significant as this one ought to have been first discussed and approved in the boardrooms of the banks concerned. If the shareholders of Bank of Baroda, whose share fell by 16 percent on Tuesday, feel unhappy, that is perfectly understandable.”
T Ram Mohan, a professor at IIM Ahmedabad also wrote a piece in The Wire in September last year and cited a McKinsey study, according to which, only 30 percent of mergers capture the expected synergies.
Other consulting studies, says he, point to an even lower success rate – 20 percent. Academic research on bank mergers in particular is at best equivocal on the subject: some succeed, others don’t. In opting for a merger, management often hopes that it belongs to the category that succeeds.
We quote, “The presumed benefits (post major mergers) do not materialise because management is overwhelmed by the human resource and cultural challenges posed by merger.
There is a cost to managing complexity that management tends to overlook in weighing the benefits of merger. This happens even in economies where people can be retrenched easily and where there are no linguistic and other barriers between the entities that merge. It follows that for a merger to succeed, at least one entity must be very strong – it must have depth in financial resources as well as management.”
He also disagrees that the current merger can be compared to the smooth merger of SBI with its five subsidiaries as SBI and its subsidiaries had a common technology platform for years, their culture, systems and processes were the same and there was a flow of senior personnel from the parent to the subsidiaries and back.
Why merge at all then he asks?
Because, according to him, the point about 23 PSBs being far too many is a fatuous one. The US has nearly 7,000 banks, Germany over 1,800 and Spain 300. It does not make sense to be fixated on a right number of banks an economy should have.
An important motivation, he opines, for the merger would certainly have been the difficulty in finding chairmen, MDs and EDs for PSBs. As a result, it was common for many PSBs to remain headless for long periods. Having fewer PSBs reduces the demands on the finance ministry. But the problem itself is the result of years of neglect on the part of successive governments – not addressing issues of succession and other HR issues at PSBs, faulty composition of boards, poor incentives for board members, etc.
And the answer to these problems is not increasing concentration in Indian banking, measured as the share of the top five banks in assets. We quote, The SBI merger increased concentration in Indian banking and the proposed merger will increase it even further. With greater concentration comes higher systemic risk: the failure of a large bank is a bigger problem than the failure of a small one. Concentration also means lesser competition and less choice for customers. The proposed merger substitutes one problem with, perhaps, a bigger one.”
As Ram Mohan says, the merger must be judged by the touchstone of performance. Unless the projections for performance are met, parliament and the investor community must firmly discourage more mergers of this sort.
The final word?
Can there be any in a story as complex as this? But the projections for now are far from reassuring. Aparna Iyer wrote in Mint in the beginning of this year that post the merger, essentially, what Bank of Baroda shareholders are getting is a fistful of deposits and a toxic pile of loans. As she points out, Dena Bank has a gross bad loan pile of Rs 16,140 crore, for which the lender has provided for less than 60 percent. It has a 13,440 strong workforce, for which BoB will have to make good the shortfall in provisions towards gratuity as per rules. This is over and above the requirement to absorb all employees in the bank merger. While merger announcements typically talk of cost synergies, this one points to an increase in costs.
We quote, “In its bid to create the third largest lender with a balance sheet size of more than Rs 14 trillion and a network of 9,489 branches, the government has subjected itself and other shareholders to a painful merger process. The erosion of value has only begun.”
Dinesh Unnikrishnan wrote in an updated piece on Firstpost in January 2019 that both Dena Bank and Vijaya Bank shares were down on Thursday morning after the Cabinet approved the three-way merger of these banks with Bank of Baroda (BoB), the bigger and better bank in the group.
It happened because contrary to expectations, the swap ratio announced didn’t meet the expected numbers. As per swap ratio announced, for every 1000 shares of Dena Bank, a shareholder will get 110 shares of BoB. Similarly, Vijaya Bank shareholders will get 402 shares of BoB for every 1000 shares.
The investors, he says were hoping for a better deal and hammered the shares pushing Dena Bank to an intra-day low of Rs 14.40 (down 20 percent) and Vijay to Rs 47.25 (down 7.44 percent). The merger will be effective on 1 April. That’s about investors.
He asks, what this merger means for these three entities and the banking sector as a whole?
And he writes and we quote, “The government-dominated, inefficient, NPA-ridden Indian banking system was indeed stepping into a consolidation phase. There were too many weaker candidates, mainly government-banks, that couldn’t fend for self. There was a promise by Narendra Modi-government to exit from these institutions. Privatisation was keenly awaited. This would have facilitated more private participation and strengthening of the banking sector. But, what has happened, instead, is bundling together a couple of weak banks with a relatively well-run and strong bank. The end result will be a big drag for the stronger one (BoB) by forcing it to bail out the weaker ones. This wasn’t the idea, to begin with.”
He concedes though that from a reform-perspective, consolidation among State-run banks gives the industry certain benefits. It helps to create large-sized banks that can then work to build enough muscle mass to compete in a global banking industry presently dominated by large-sized lenders.
Through a series of mergers, he says, perhaps the country will have five or six large banks that can be groomed to compete in the global market. This makes sense now because RBI has started giving permits to a number of small banks that can focus on expanding small-scale banking activities in rural areas.
And with not enough political will and scope for privatisation of these banks, consolidation seems to be the only way to keep the momentum going for banking sector reforms.
But as he says and we quote, “there is an important question the government will need to answer when it goes ahead with the PSB consolidation drive: Does the merger help to solve the NPA problem of state-run banks and suppress the insatiable capital hunger of these banks, especially the weaker ones?
The post-merger Bank of Baroda-Vijaya Bank-Dena Bank entity will have total gross NPAs of Rs 78,819 crore, which as a percentage of total advances stand at around 13 percent. How will the merger help in addressing this problem? What is happening here is only the process of bundling of a few small problems into a bigger one.”
He imagines what would have happened if it had been a sell-off instead of a merger among PSBs. Fresh private money would have come in and more efficient management would have been accountable for efficient use of that money.
We quote, “This is something former RBI governor Raghuram Rajan had pointed out in 2015. Rajan's main points were that the merger of two (or more) unhealthy banks in the financial system will create an unhealthy entity that would lead to the creation of a bigger problem in the economy.”
The point he makes is that if consolidation is the way ahead for the government, it will have to invest equally in a management revamp and find out-of-the-box solutions to address the NPA problem, beyond the Insolvency and Bankruptcy Code resolution. If the fundamental problems are not addressed, consolidation will end up as unannounced bailout packages for zombie banks.
The issue of bank mergers is one that has turned from being a purely economical one to one that is increasingly political. As we have tried to demonstrate with a comprehensive array of opinions from across the spectrum, we hope we have given you a sense of the problem at hand.
Although opinions have varied about the principle behind bank mergers, there seems to be at least one consensus: that the biggest issue the Indian banking system is facing, that of the NPAs, is not going to be wished away the magic wand of consolidation.If the current dispensation were to return to power, is this trend going to continue? Is 1+1+1 always three, or turn out to be far lesser and more cumbersome than three? These are questions we will face in the coming months, and the answers hopefully will not be as cumbersome as the questions themselves.