JM Financial Asset Reconstruction Company Limited (JMFARC) : Corporate Presentation
JM Financial Asset Reconstruction Company Limited (JMFARC) : Corporate Presentation
Corporate Presentation
May 2018
Safe Harbour
This presentation and the following discussion may contain “forward looking statements” by JM Financial
Asset
Reconstruction Company Limited (“JMFARC”) that are not historical in nature. These forward looking statements, which
may include statements relating to future results of operations, financial condition, business prospects, plans
and objectives are based on the current beliefs, assumptions, expectations, estimates and projections of the
management of JMFARC about the business, industry and markets in which JMFARC operates.
These statements are not guarantees of future performance and are subject to known and unknown risks,
uncertainties
and other factors, some of which are beyond JMFARC’s control and difficult to predict, that could cause actual
results, performance or achievements to differ materially from those in the forward looking statements.
Such statements are not and should not be construed as a representation of future performance or achievements
of
JMFARC. In particular, such statements should not be regarded as a projection of future performance of JMFARC.
It should be noted that the actual performance or achievements of JMFARC may vary significantly from such statements.
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Business Highlights
• JMFARC is the 3rd largest capitalised ARC with net worth of Rs. 967 Crore (as on March 31, 2018)
Strong Balance Sheet
• JM Financial Ltd is the holding company with 57.07% holding, balance equity held by Banks, HNIs & FII
and Strong Sponsors
• 77.07% stake is held by Sponsors (JM Financial Ltd – 57.07% and Sekhsaria / Neotia Family – 20%)
• Aggregate dues of Rs. 32,349 Crore acquired till March 31, 2018 at a price of Rs. 14,761 Crore
• JMFARC’s cash investment of Rs. 3,028 Crore till March 31, 2018
• Total recovery from acquired assets Rs. 3,510 Crore till March 31, 2018 with focus on turnaround of
Acquisitions & underlying companies
Resolutions • All Acquisition/ Pre-Acquisition Due Diligence (both Legal & Financial) & Resolution/Recovery activities
are conducted in-house and not outsourced to any external agencies
• On restructured assets we are closely working with diverse sector specific professionals and sector
specialised firms for revival of the acquired units.
• Highly professional team of 66 personnel comprising professionals having a wide and varied experience from the
banking, asset reconstruction, consultancy and legal background.
• Team comprises of personnel having experience varying from minimum experience of less than 1 year
to
maximum experience of more than 35 years.
Team Strengths • Of the total number of employees, approximately 1/3rd of the total number have been with the company for
more5 years.
than
• Team is fairly balanced with ~1/3rd of professionals involved in legal activities, acquisition related activities and
resolution activities respectively
• Corporate Office in Mumbai. Branches in Delhi, Bangalore, Kolkata, Secunderabad and Borivali
(Mumbai)
2
Industry Overview
3
Stress in the Indian Banking Sector
Classify Account as All SMA accounts with exposure of Default prior to March 01,2018 Default after March 01,2018
SMA 0 – 1- 30 days, Rs.5 crore and more should be 180 days from the date as 180 days from the date
SMA1 -- 31- 60 reported weekly to CRILC and mentioned of default
days, SMA 2 – 61 - Monthly main report to RBI
90 days
In case of default
RP to be implemented* Insolvency under IBC
RBI Guideline on within 180 days to be filed within 15
Revised days
Framework for
Resolution of
stressed Assets
w.e.f
March 01,2018
Timelines of Resolution will be announced
over a 2 year period by RBI
The RBI has withdrawn all the restructuring schemes and has got in place a time bound process for resolution of bad loans in
consonance with IBC
* Implementation means the account should not be in default at any point during the specified period of one year, failing
which the lenders shall refer the account to NCLT under IBC.
5
Current Legal Framework – IBC 2016
Insolvency and Bankruptcy Code – 2016 (Code)
Insolvency • Insolvency and Bankruptcy Board of India will be governing body for all the insolvency proceedings in the
Regulator country
•
With effect from December 1,2016 BIFR and AAIFR stands dissolved
Insolvency • Identifies financial creditors and constitutes a creditors committee – 75% majority vote
Resolution • Creditors committee has to decide to proceed with a revival plan or liquidation within a period of 180 days which may be extended for a period
Professionals not exceeding 90 days
• The new investor will be exempted from making open offers after buying stakes from lenders, however such exemptions shall be subject to following
conditions :-
1. Approval by the shareholders of the company by special resolution
2. Lock – in of their shareholding for a minimum period of 3 years
• The relaxations would also be applicable for acquisitions pursuant to resolution plans approved by NCLT under the Insolvency and Bankruptcy Code 2016.
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JMFARC Overview
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Summary of Assets Acquired & Outstanding
as on March 31, 2018
• Acquired financial assets of Rs. 32,349 Crore (Total • SRs subscribed by JMFARC and Others - Rs. 12,965 Crore
• dues) • SRs subscribed by JMFARC - Rs.1,987 Crore
Cost of Acquisition Rs. 14,761 Crore
• • 42% Acquired at 100% dues and balance 58% acquired at
No of Trusts: 159 33%
•
No of Banks/FIs: 70
•
Contribution by JMFARC in acquisitions Rs. 3,028 Crore
Real Estate
Ceramics 13%
7% Restructuring
Textiles Pharma 69%
7% 11%
Outstanding SRs – Rs.12,965 Crore – March 31, 2018 Outstanding SRs - Rs.12,965 Crore – March 31, 2018
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Resolution and Recoveries
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Recovery Over the Years
INR Crore
400 362
321
276
221 199
200 146
96 82
0
2009-2014 2015 2016 2017 2018
Recovery during the year Total SRs JMFARCs SRs
Redeemed Redeemed
Consistent Track Record of Recovery and Redemption
• SRs are classified as ‘available for sale’ as per the RBI guidelines
Valuation of • Valuation of SRs are at cost or realisable value whichever is lower on a global basis for all SRs
Investment in • Latest declared NAV is considered as realisable value. NAV is declared every six months.
SRs • Gross impairment on global basis, if any is charged to P&L whereas gross appreciation is ignored
• Unrealised management fees outstanding over 6 months from the end of planning period or 6 months from the date
of
recognition (after the planning period) is reversed (as per RBI guidelines)
Provision/ write off
• Similarly expenses recoverable from trust are to be charged to P&L as per RBI guidelines if the same
of receivables and
remains unrealised after 6 months from the end of planning period or 6 months from the date of incurrence
investments
• SR investments in Trusts which have exceeded 5 years (or 8 years with 3 year extension by the Board) has
to be fully written off as per RBI guidelines
Income and Profitability has inherent lumpiness due to the nature of business
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JMFARC Financial Performance
Last 5 years trend
14,000 12,965
387 11,874
400
319 12,000
9,821
300 10,000
8,398
214 224 8,000
200 6,000
120 3,646
4,000
100
2,000
0 0
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
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JMFARC Financial Performance
Last 5 years Trend
1200 1600
967 1,351
1000 1400
1,130 1,163
1200
800
1000
525
580 765
600 800
417
330 600
400
400 346
200 200
0 0
2014 2015 2016 2017 2018 2014 2015 2016 2017 2018
3.00 2.71
25% 23%
0%
2014 2015 2016 2017 2018
0.00
2014 2015 2016 2017 2018 ROE ROA
Sharehol
ders' ICRA & CARE
Funds Bank Loan of Rs. 650 Crore AA- (Stable)
56%
• March’ 18 Net
worth Rs. 967
ICRA & CARE
Crore as against Non Convertible Debentures of Rs. 1000 Crore AA- (Stable)
Retained Rs 214 Crore in
Earnings FY10
44% ICRA & CARE
Commercial Paper of Rs.750 Crore A1+ (Stable)
Total Networth :Rs.967 crore
Liability Profile
As on March 31, 2018
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Annexure 1
15
Select Case Studies
• Simultaneous acquisition of loans from 14 banks (~96% of CDR debt) giving better control • Already acquired ~94% of the debt and plan to
on recovery aggregate debt from other banks to drive
• Significant upfront cash payment to banks and reduction of risk through Class A-Class recovery efforts
B transaction structure. Working closely with the company to move towards an asset • Resolution Strategy
light model
Resolution Working with the company for turning around
• Sale of few hotel properties and non-core assets and debt to equity conversion to the performance through
plan and bring down the debt level
progress − Sale of few plants to reduce the debt levels
• Sale of one of the hotel properties completed at significant premium
− Focus on high margin products
• Started receiving cash flows from some non-core assets − Restructuring of dues
• Leveraging JM group’s expertise in finding investors for the company and for sale of − Infusion of additional funds for start up
• assets capital expenditure, Working Capital &
Resolution Strategy payments of Statutory of Dues
− Restructuring of Debt / Induction of Strategic Investor
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Select Case Studies (cont’d)
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Select Case Studies (cont’d)
• Engaged in the manufacturing and sale of • Leading Real Estate Developer having operations across
Intermediates and Active Pharmaceutical Ingredient • India
(APIs) Group has delivered about 23.39 million sqft while it had
• Has 3 manufacturing facilities including 2 USFDA about 34.78 million sqft in various stages of development as
Business / inspected plants with one Japanese FDA approval of FY16. About 60% of this area under development is at
•
Asset handover/finishing stage
Details • Good product portfolio which includes 50+ APIs in the •
antibiotics (Cephalosporin' based) and non antibiotics Over the past 5 years company has delivered about 16.50 million
• sqft
- in cardiovascular, osteoporosis, Diabetes, Anti-
Hypertensive, and Oncology segment Acquired debt of Rs 869 Crore of two group companies with underlying
securities
Underlying securities include projects to be completed & delivered in Gurgaon, Ambala,
• Good product mix and reasonably Projects
• Kolkata, stalled due and
Bengaluru to slowdown
Chennai in respective markets
admeasuring and
13.09 mn liquidity
sqft out ofcrunch
which 7.8 mn sqft is
established • Lack of additional funding to restart construction
customer base. already sold
• • Adequate cash flow cover along with additional land bank available as
Strengths / Good track record in the export market. Also
Challenges • security
has exposure to regulated markets for higher
Diversified cash flows given the geographical spread and stage of
• margin business
construction
Certain non-core assets in process of being sold
− 5 projects are brownfield while 3 are greenfield
for debt reduction
− 62% of surplus cash flows expected within the next 3.5 years
• Underlying securities are located at good locations within the specific micro markets
• Company requires Rs.175 – Rs 250 Crores immediate funding for completion of projects.
• Additional funds sanctioned by JMFARC to complete the construction of projects at
all
• Already acquired ~71% of the debt and plan to locations
aggregate debt from other banks to drive •
Resolution • Surplus from these projects is expected to be sufficient to repay dues.
recovery efforts
plan and • Resolution strategy Additional securities are also available, liquidity to be generated from sale of
progress • additional land bank/assets.
− Sale of assets / Company to a Strategic
Tern Sheet entered with one of the reputed South Based developer to sell a
Investor / NCLT
• mortgaged project
Company is in active discussions to dispose various assets to fund construction and
• repay debt
Resolution Strategy : Restructuring of Debt, Infusion of additional funds for
project completion, JVs for completion of projects, Sale of Surplus Land
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Annexure 2
19
Select Case Studies
Company • Engaged in manufacturing and trading of resins • Acquisition of 3.76 lakh Personal Loan & Credit Cards accounts spread across
Backgroun • Non-operational unit 24
d locations
• Price expectation mismatch between bank and JMFARC for • Establishing point of contact with large number of customers, as many of
acquisition of debt them
• Class A-Class B transaction structure to meet bank’s • were non-traceable
Challenges & • Grievance handling
expectations – Providing the banks substantial cash upfront
Opportunities Adhering to strict compliance requirements for Recovery Agencies and
and opportunity to share the upside
• Risk of long drawn resolution because of ongoing litigations • Agents stipulated by RBI and Indian Banks’ Association
and an existing court order in favour of the borrower Setting up robust IT infrastructure for capturing customer profile,
agency allocation and follow up trail, collection and reconciliation
• Initiated legal actions against the company and promoters • JMFARC took over the servicing, collection and monitoring and appointed a nodal
on management agency
multiple forums • Tele Calling, Field Visits and Skip Tracing Agencies appointed to achieve the last mile
− Pursued sale of mortgaged properties through SARFAESI Act connectivity with customers
Resolution
− Attached personal properties of promoter through DRT • Following infrastructure and mechanisms were set up for effective recovery and real time
Plan and monitoring:
Recovery • Negotiated settlement with the promoter through sale − More than 100 collection agencies with more than 750 agents
of − 3 tier mechanism for redressal of consumer grievance
mortgaged property − Periodic audits/checks conducted on agencies/ agents to ensure recovery / compliance
•
Account resolved within 2 years with regulations
− Decentralization of settlement process to ensure faster decision making
Year of Acquisition Sep-10 Year of Acquisition Jun-11
Resolution Year of Resolution May-12 Year of Resolution Mar-13
IRR 30% IRR 68%
20
Select Case Studies (cont’d)
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Select Case Studies (cont’d)
• Operating in a niche industry - Engaged in production of minor • Real Estate Developer having operations in Bangalore and Hyderabad .
metal oxides which are used for making carbide grade Group
Company tool steel, electronic and optical applications has delivered 5 mn sqft, has 5 mn sqft under development and 5mn sqft in
Backgroun • Only player in India in the industry. Unit located at Taloja, Navi • the planning stage
d Mumbai Flagship project in Bangalore comprising of 8.5 lakhs sqft of saleable area in
• Promoters having > 20 years exp. in mining business in 520 residential units in Phase I (sold & fully occupied) and about 9 Lakh sqft
Nigeria of saleable area in 368 units in Phase II
• Lack of funding availability due to NPA tag to revive and scale
Challenges & up • Lack of funding to restart construction
Opportunities • operations • Adequate security value and additional land
• Surplus assets available for monetization to reduce the debt banks
level
• Possibility ofofrevival
Subdivision of operations
land property and sale of excess land to raise • Structured the financing leading to reduced cost of capital for the Company by
funds for revival, financing working capital and reduction of restructuring the acquired dues and infusion of additional funds
debt • Phase I of the project completed successfully and fully sold
•
Restructuring of debt • The project got additional FSI due to change in regulations which is currently
•
Resolution Optimization of plant operations to generate cash flows for
being utilized in Phase II development. Phase II is currently being developed as
Plan and debt servicing
the tallest residential tower in Bangalore. Further additional financing being
Recovery • done for Phase II
Restructured debt serviced as per the agreed schedule for • Advantages to the selling Banks
2 years
• − Upfront cash recovery of 12.5% with enhanced recovery potential
Revived and stabilized operations, dues to JMFARC − Restructuring and fresh funding possible which could not be implemented by
refinanced through NBFC at the end of 2.5 years Banks due to regulatory issues
22
Select Case Studies (cont’d)
Project Township
23
Annexure 3
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Board of Directors & Shareholders
Board of Directors
Public sector
Mr. V. P. Shetty Chairman Banks*
14.51%
Valiant
Mr. Narotam Sekhsaria Sponsor Director Mauritius
Partners FDI
Limited
8.42%
Mr. Pulkit Sekhsaria Sponsor Director JM Financial
Limited* Radhakrishna
57.07% Bimalkumar
Mr. H. N. Sinor Independent Director Private
Limited
3.50%
Mr. G. M. Ramamurthy Independent Director
Mr. Narotam
Dr. Anil K Khandelwal Independent Director Sekhsaria
16.50%
Mr. Adi Patel Sponsor Director Sponsors – JM Financial Ltd is the principal sponsor
• Graduated from Mumbai University and has undertaken Management courses at Wharton, Indian School of Business, London
Business School and INSEAD.
• 2 decades of experience.
Mr. Pulkit Sekhsaria
• He was whole time Director on the Board of Ambuja Cements Ltd.
• Instrumental in execution and management of 3 import and export terminals and Shipping Division.
• Actively involved in the investments in various fields.
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Profile of Board of Directors (cont’d)
• Holds bachelor’s degree in Chemical Engineering.
• Former Chairman and Managing Director of Bank of Baroda and Dena Bank.
• Former President- Indian Institute Banking & Finance.
Dr. Anil K Khandelwal
• Deputy Chairman- Indian Banks Association.
• Member of various expert committees and current member of Banking Board Bureau.
• Awarded Asian Banker Lifetime Achievement award in Financial Services by Asian Banker Singapore.
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