Carlyle-led investment in PNB Housing unfair to minority shareholders, says proxy firm

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The stock price of PNB Housing Finance rose 94% in a week to Rs 852.20 at Bombay Stock Exchange (BSE).

Proxy advisory firm Stakeholders Empowerment Services (SES) said on Tuesday that the proposed preferential issue by PNB Housing Finance is against the interest of public shareholders, PNB shareholders and the government.

In a note to institutional investors, the proxy firm, headed by former Sebi ED JN Gupta, has argued that a rights issue would have been a fairer and better option for raising capital. SES has recommended PNB Housing’s public shareholders to cast their votes against the resolution on preferential allotment.

“In absolute terms existing retail shareholders are getting diluted by 5.83%, in relative terms there is a dilution of almost 34%,” SES said.

“The shareholders owning close to 85% shares, either decided to take preferential offer or voluntarily gave their rights/sacrificed (i.e. PNB),” SES said, adding that people in control ignored existence of minority shareholders. “On the face of it, SES finds this deal unfair to public shareholders of the company and shareholders of PNB. As a controlling shareholder of the company, PNB has blown away the value,” it said in a note.

The housing financier had earlier called an extraordinary general meeting (EGM) on June 22 to take approval of shareholders on the proposed capital raising. Last week, PNB Housing’s board approved preferential allotment of Rs 3,200 crore worth of shares and Rs 800 crore worth of warrants to Carlyle, Aditya Puri’s family investment vehicle Salisbury Investments, General Atlantic and Alpha Investments at Rs 390 per share.

The lender also said Aditya Puri was likely to be nominated to the firm’s board as a Carlyle nominee director. The transaction will also trigger an open offer to acquire 26% from the public as per Sebi norms. The open offer will be made at Rs 403 per share.

“The open offer is a mere formality given the present market price. It is highly unlikely that any shareholder would tender their shares,” SES said. The stock price of PNB Housing Finance rose 94% in a week to Rs 852.20 at Bombay Stock Exchange (BSE).

Some of the experts also believe the preferential issue by PNB Housing Finance is not detrimental to investors.

Amit Tandon, founder and managing director (MD) of Institutional Investor Advisory Services (IiAS), said, “The transaction is not detrimental to investors per se. But since the price of the share has run-up, the deal structure is now being questioned.” The price of the share has moved up because Aditya Puri, former MD of HDFC Bank, has invested and is joining the board, he added

SES has, however, also raised concern over the dilution of retail shareholders’ equity after the preferential issue by PNB Housing Finance. Post the capital infusion, PNB’s holding will drop to 20%, while Carlyle group firms stake will increase to 50%. Currently, PNB holds a 33% stake in PNB Housing and Carlyle firms hold 32% in the mortgage lender.

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Covid woes: Banks’ collection efficiency for micro-loans drops significantly

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The lockdown restrictions were relatively higher in South and some parts of central region,” said Rajat Kumar Singh-business head of MicroBanking and Rural Banking, Ujjivan Small Finance Bank.

Banks saw a significant drop in collection efficiencies for micro-loans during April and May as income generation of borrowers were badly impacted and movements of staff for collection activities in the field were restricted due to lockdowns across multiple states amid the second Covid wave.

Lenders feel that collection efficiency is likely to be ‘volatile’ in the first quarter of the current fiscal year due to the intermittent lockdowns, and the number of micro-finance customers availing loan restructuring will depend on how the economic scenario pans out post-lockdowns. They may be in a position to know the actual number of accounts required to be restructured by July.

As small entrepreneurs and individuals have continued to be affected under the second Covid wave, RBI has announced the Resolution Framework 2.0. for a one-time restructuring scheme. Banks and lending institutions can invoke restructuring under this framework till September 30.

“One EMI restricted collection efficiency in the inclusive finance business as on March 31, 2021, was 85%, which improved from 81% in December 31, 2020. In the month of April 2021 it was 83%. Collection efficiency is likely to be volatile in Q1FY22 due to the intermittent lockdowns. The second wave of Covid has been very severe in phases for the entire country,” Baskar Babu, MD and CEO, Suryoday Small Finance Bank, told FE.

“Due to the uncertainty created by the second wave, we will have to wait for a quarter to understand the incidental impact on collection efficiency. However, things are gradually improving and our focus continues to be supportive to our customers, as they navigate these tough times,” Babu said.

For Ujjivan Small Finance Bank, at the end of March 2021, 96% of its micro-finance customers were paying, fully or partly. In April, collection efficiency dropped to 88%. And, collection efficiency was lower in May compared to April.
“In the month of May, majority of states were under lockdown with different levels of restrictions. The lockdown restrictions were relatively higher in South and some parts of central region,” said Rajat Kumar Singh-business head of MicroBanking and Rural Banking, Ujjivan Small Finance Bank.

According to him, the impact on collection efficiency this time around is not as severe as compared to the first wave.
“We will provide the option of restructuring to all stressed customers. Additionally, we will also disburse loans to eligible customers to provide them the required liquidity support for revival of their income. This way, customers will be provided assistance to resume their business activities and get back to normalcy,” Singh added.

According to big data analytics company Spocto Solutions, which helps banks with its digital platform on collection-related activities, overall collection efficiency came down significantly not only in micro-finance segment, but also in segments like affordable housing, auto and personal loans.
“Bankers work with us for segmentation of borrowers and offering them differentiated solutions. There is a segment which needs restructuring, while there is a segment which may need deferment of payments for a month or two. If there is a real problem, lenders are using us to help borrowers restructure their loans,” Sumeet Srivastava, founder and CEO, Spocto, told FE.

ESAF Small Finance Bank said going ahead the outlook seemed to remain ‘bleak’ for some more time, and how fast the sector will recover depends on the customer segments. However, it expected things to pick up by July 2021.
“Customers availing restructuring depends on how the economic scenario will pan out, post lockdown. Generally, the MFI sector picks up faster than any other segment,” the bank added.

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RBI gives approval to re-appointment of CS Ghosh as MD & CEO of Bandhan Bank for three years

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Notably, the Kolkata-based private sector lender started operations on August 23, 2015, and it was the first instance of a microfinance entity transforming into a universal bank in India.

The Reserve Bank of India has granted approval for re-appointment of Chandra Shekhar Ghosh, MD and CEO of Bandhan Bank, for a period of three years.

The RBI vide its communication dated June 8 has granted approval for re-appointment of Ghosh for a period of three years, with effect from July 10, 2021, Bandhan Bank said in a stock exchange filing. “The re-appointment as above is subject to the approval of shareholders at the ensuing annual general meeting of the bank,” the filing read.

Notably, the Kolkata-based private sector lender started operations on August 23, 2015, and it was the first instance of a microfinance entity transforming into a universal bank in India. The board of directors of the bank at its meeting held November 2, 2020 approved the re-appointment of Ghosh as the MD & CEO of the bank for a period of five years with effect from July 10, 2021, subject to approval of the RBI and the shareholders.

Ghosh, who has been one of foremost proponents of microfinance in India, founded Bandhan in 2001 as a not-for-profit enterprise that stood for financial inclusion and women empowerment through sustainable livelihood creation. He was on the forefront of its transformation into an NBFC-MFI and finally the universal bank.

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RBI asks banks not to delete CCTV footage from 2016 demonetisation period

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“Banks were advised to preserve the CCTV recordings of operations at bank branches and currency chests for the period from November 08, 2016, to December 30, 2016, until further instructions, to facilitate coordinated and effective action by the enforcement agencies in dealing with matters relating to the illegal accumulation of new currency notes,” the RBI said in a circular.

The Reserve Bank of India (RBI) on Tuesday asked banks not to delete the CCTV recordings of their branch operations and currency chests from the 2016 demonetisation period. The move is aimed at helping enforcement agencies in their probe against illegal activities during the demonetisation period.

“Banks were advised to preserve the CCTV recordings of operations at bank branches and currency chests for the period from November 08, 2016, to December 30, 2016, until further instructions, to facilitate coordinated and effective action by the enforcement agencies in dealing with matters relating to the illegal accumulation of new currency notes,” the RBI said in a circular.

It may be noted that the government had banned the circulation of high denomination notes (Rs 500 and Rs 1,000) on November 8, 2016, in order to curb black money. As a part of the exercise, the government had allowed people to exchange high currency notes (Rs 500 and Rs 1,000) at banks or deposit them in their bank accounts. The government also issued new Rs 500 and Rs 2,000 notes. People lined up in front of banks and ATMs to get new currency notes. There were reports of illegal accumulation of new currency notes.

In order to help in the investigation of such matters, the RBI has asked banks to preserve CCTV footage. “Keeping in view the investigations pending with law enforcement agencies, proceedings pending at various courts, you are advised to preserve the CCTV recordings of operations at bank branches and currency chests for the period from November 08, 2016, to December 30, 2016, in a proper way, till further orders,” RBI said in the circular.

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Reserve Bank of India – Tenders

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The captioned meeting was held at 11:00 am on June 08, 2021 in the conference hall of RBI, Panaji RO. The meeting was chaired by Shri Richard Gomes, Asst General Manager (AGM) and the undernoted officers attended the meeting:

Shri Manoj Pillai, Manager (P&S Cell)

Shri Prafull Thakur, Asst Manager (Estate Cell)

Shri Vijay Ajarekar, Sr Asst (Estate Cell)

Representatives from the following vendors attended the meeting:

  1. M/s. Veejay Facility Management Pvt Ltd

  2. M/s. Shubhda Facility Management Services

Shri Richard Gomes, AGM welcomed and briefed the representatives of the vendors.

Clarifications on queries raised by prospective bidders in the meeting are furnished below:

Sr No Query Clarification submitted by Panaji RO
1 What about the increase of service charges in following years? The percentage increase in the contract value will be calculated as per the changes in CPI/WPI every year and service charges will also be changed accordingly.
2 What about the increase in VDA/Other factors imposed by central/state Govt towards min. wages We will follow the order issued by the Office of Chief Labour Commissioner, New Delhi, Ministry of Labour & Employment, Govt of India on time to time in connection with the minimum wages to be paid to the labourers for the captioned contract.
3 Ensuring proper operation of the water pumping systems and lighting system by the Security Staff in the Officers quarters and arranging for water tankers whenever required – Clarity required Water tanker charges will be reimbursed on actual basis after the submission of original bills within 30 days from the date of submission.
4 Making arrangements of sufficient cleaning material required for day to day cleaning without extra cost to the Bank – consumables under whose scope The cleaning material needs to be arranged by the vendor for cleaning of residential premises and same will be paid separately subjected to submission of bill. However, for cleaning of office premises, cleaning material will be provided by the Bank.
5 Whether the Bank has kitchen with all facilities / storage space (including refrigerator) to prepare and keep all raw materials, Fresh vegetables, milk, soft drinks etc.  The Bank has full fledged kitchen at its Residential Quarters with sufficient space including refrigerator/Microwave/Toaster etc to prepare and keep all food items.
6 What about quantity of ingredients in the available place in the VOF to ensure preparation of food items in time. The Contractor shall store sufficient quantity of high quality ingredients in the available place in the VOF to ensure preparation of food items in time. The Contractor at his own risk shall make the procurement and storage.
7 Is the contractor expected to provide efficient and prompt service to all guests. Yes. It is expected from the vendor to provide efficient and prompt services by arranging their manpower efficiently.
8 Will all food items to be supplied be at pre-determined rates Subsidized rates for food items will be finalised in consultation of the contractor after award of the work.
9 Need clarifications regarding supply of welcome kit Welcome Kit (contents as decided by the bank) shall be provided by the vendor and same will be paid separately based on consumption and occupancy at the rate of ₹ 150/Kit (approx.).
10 What is expected from the proposed gardener? Gardener should be experienced and should also be able to operate Organic Waste Converter which is installed at the Banks Residential Quarters
11 Manpower deployed should be physically fit in all respects. Medical fitness will be considered as per fresh medical fitness certificate from Registered Medical practitioner with qualification not less than MBBS as produced for verification by the Contractor to be submitted annually. Contractor should bear expenses towards Medical Fitness tests / certificate. The Bank’s medical consultant will also be assessing the fitness as and when required.
12 Will cleaning material be provided by the Bank for cleaning office premises? Yes.
13 Whether the Solvency Certificate should be submitted for any specific amount? Yes. All interested bidders should submit the solvency certificate from their banker of amount not less than 3 lakhs
14 Whether the tenderer shall compulsorily submit licenses under Food Safety and Standard Act, 2006? All interested bidders may apply for e-Tender without requiring the licenses obtained under Food Safety and Standard Act 2006. However, the successful bidder to whom the contract will be awarded shall obtain necessary licenses and permits (as may be applicable), including licenses under Food Safety and Standard Act, 2006 within 3 months from the date of award of contract.
15 Is it compulsory for the bidder/s to have own Office/ branch in Goa? Yes. Since, location of work is in Goa, it will be convenient for the Bank to correspond with contractor for resolving any issues which may occur during the period of contract.

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RBI approves re-appointment of GC Chaturvedi as part-time chairman of ICICI Bank

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The Reserve Bank of India has approved the re-appointment of Girish Chandra Chaturvedi as the part-time Chairman of ICICI Bank for a period of three years starting July 1, 2021.

“The shareholders at the Annual General Meeting held on August 14, 2020 had already approved the re-appointment of Girish Chandra Chaturvedi as non-executive (part-time) Chairman of the Bank for a period of three years effective from July 1, 2021,” ICICI Bank said in a regulatory filing on Tuesday.

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Upcoming IPOs in June 2021

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1. Shyam Metallics:

IPO size: Rs. 909 crore

Offer period: June 14- June 16, 2021

Issue details: Fresh issue of equity shares aggregating up to Rs. 657 crore

OFS of equity shares totaling to Rs. 252 crore

Bid lot- 45 shares and in multiples thereof

Price band- Rs. 303- 306

For the retail investors- 35% of the net offer is reserved

Book running lead manager: Axis Capital, ICICI Securities, IIFL Securities, JM Financial, SBI Capital Markets

Registrar: KFin Technologies Pvt. Ltd.

The Kolkata based Shyam Metallics and Energy is a top manufacturer of ferro alloys in India. The company’s customers include Jindal Staniless Steel, BHEL, SAIL and JSW Steel among others. Earlier also the company reached out to the capital markets and got approval from SEBI in 2019 but then deferred its IPO plan.

Promoters and promoter group entities of the company who will pare stake via the OFS are Subham Capital, Kalpataru Housefin & Trading, Toplight Mercantiles, Narantak Dealcomm, Dorite Tracon and Subham Buildwell.

The proceeds from the issue will be put towards pre-paying or repaying the company’s and its subsidiary’s-Shyam SEL and Power’s debt worth Rs. 470 crore and other general corporate tasks.

As per the IPO Mantra site, the shares of Shyam Metallics commanded a grey market premium of Rs. 140 (appx)

2.	Sona BLW Precision Forgings:

2. Sona BLW Precision Forgings:

IPO size: Rs. 5550 crore

Issue offer period: June 14-June 16, 2021

BRLM- Kotak Mahindra Capital, Credit Suisse, JP Morgan India, JM Financial and Nomura

Auto components manufacturer’s public offer

shall comprise a fresh issuance of shares worth Rs. 300 crore. Also, the issue shall comprise an offer for sale by the company’s shareholders. A Blackstone company Singapore VII Topco III Pte. Ltd will pare its holding in the firm which is currently at 66.28 percent.

The company shall use the sum mopped up through the issue for pre-paying or repaying some of its borrowings.

This shall be the second big IPO by Blackstone entity this year after mortgage financing company Aadhar Housing finance filed its DRHP with SEBI for a Rs. 7300 crore IPO.

3. Navoday Enterprises:

3. Navoday Enterprises:

The company currently into 3 business segments namely, marketing support and advertising, management and financial consultancy and component supply and support services to packaging and allied machines’ manufacturers is all set to come up with its IPO offer.

Offer period: June 14- June 17, 2021

Issue size: 2,304,000 Equity Shares of Rs. 10

(aggregating up to Rs.4.61 Crore

Price band – Rs. 20 per share

Face value- Rs. 10 per share

Minimum bid quantity- 6000 shares

Listing shall be: At BSE SME

As per the company, Rs. 43.68 crore worth of shares will be termed as net issue while 1.2 million shares valued at Rs. 24 lakh shall be available for market makers. The proceeds mopped up from the issue will be used for meeting working capital requirements and other general corporate purpose.

GoodReturns.in



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Franklin Templeton to move SAT against SEBI order

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Franklin Templeton and its top executives have decided to move the Securities Appellate Tribunal against SEBI’s order that banned the company from launching any new debt schemes for two years in addition to imposing a fine of ₹5 crore on the fund house.

“We strongly disagree with the findings in the SEBI order and intend to file an appeal with the Securities Appellate Tribunal,” said Franklin Templeton spokesperson on Tuesday.

“We place great emphasis on compliance. The decision by the Trustee in April 2020 to wind up the funds was due to the severe market dislocation and illiquidity caused by the Covid pandemic and was taken with the sole objective of preserving value for unitholders,” said the spokesperson.

On Monday, SEBI asked FT AMC to return nearly ₹460 crore it had collected as management and advisory fees from the investors in the six debt schemes since June 2018 with 12 per cent interest. SEBI had found serious lapses in the way Franklin Templeton India mutual fund had managed the debt funds that were wound up suddenly last April. Additionally, SEBI imposed a penalty of ₹5 crore on Franklin Templeton India AMC for violating various SEBI rules. SEBI also levied a penalty of ₹7 crore.

Also read: SEBI bans Vivek Kudva, Roopa Kudva for one year from market in FT case

‘Trustee vindicated’

The company said the amount repaid to investors so far ranges between 40 per cent and 92 per cent of AUM across the six schemes. The current net asset value of each of the six schemes is higher than what it was on April 23 last year. “We believe this supports the decision made by the Trustee in consultation with the AMC and its investment management team to wind up the six schemes,” the spokesperson said.

These schemes provided an important source of funding to growing companies in India that to date have proven to be sound investments. Many of these holdings are now being liquidated by the schemes at fair value under normal market conditions, said the spokesperson.

Kudva mulls next move

Vivek Kudva, Head of Franklin Templeton Asia-Pacific, is also likely to move SAT against the SEBI order that found him and his family members guilty of violating the Prevention of Fraudulent and Unfair Trading Practices.

Kudva has claimed that he has already set aside the proceeds from the sale of units and will not enjoy more than what other investors in the scheme get after the closure of the schemes. “I am reviewing the order and considering appropriate next steps which may include filing an appeal before the SAT,” said Kudva.

“I have always acted in accordance with SEBI regulations, including in this instance. My personal transactions in the two schemes (under wind-up proceedings) have been conducted with no intent to gain an unfair benefit,” he added.

 

 

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Reserve Bank of India – Tenders

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The online Pre-Bid meeting for the captioned tender was held on June 3, 2021 at 11.00 A.M via Cisco Web-ex Platform. The meeting was chaired by Shri.B.Dhal, General Manager and officials of Estate office, the full details of which is funished in the table annexed. The following firms participated in the pre-bid meeting.

  1. M/s Blue Star Limited – Thara Nair

  2. M/s Voltas Limited – Prateek Narayan

  3. M/s Snowmex Engineers Limited –Rrabinder sharma

  4. M/s ABS Fujistu General Limited – Sandeep shirke

The various firms has requested for few clarifications on certain points for which Bank has calrified all the points to the satisfaction of all the firms, except the following for which the clarifications are as under:

1. The vendor has to comply with ISHRAE guidelines for UVGI system having exposure time of 15 minutes with irradiation intensity of 4016 μW/cm² and also to ensure minimum average intensity of 100μW/cm² on the surface of cooling coil.

2. The vendor to ensure that in line with ISHRAE guidelines for operational safety UL-1995 and for fire and smoke safety UL-2043 standard to be complied with for the safety of the UVGI system to be installed.

3. The vendor to ensure that the average acceptable life of UV lamp is 9000 hrs. For any fault in lamp before 9000 hrs of acceptable life shall be replaced free of cost. Also, the faulty UV lamps and other spares should be replaced free of cost within DLP and CAMC period as per tender terms and conditions.

Al other terms and conditions of the tender remain same.

The meeting ended with a vote of thanks from the Chair to the participants.


Annexure

Participants of the Pre-Bid meeting held on June 3, 2021 at 11.00 am

Sl. No Name Designation
1. Shri B. Dhal General Manager
2. Shri Abhay Joshi Asst.General Manager
3. Shri R P Mhatre Asst.Manager (Tech)
4. Shri Anand Mahadevan Asst.Manager

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63 Moons to challenge NCLT nod to Piramal’s DHFL buy

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63 Moons Technologies on Tuesday said it plans to challenge the order of the National Company Law Tribunal (NCLT) approving Piramal Group’s resolution plan for Dewan Housing Finance Corporation.

“63 Moons believes that the current resolution plan is contrary to law and against the interest of all DHFL’s creditors, including non-convertible debenture holders,” it said in a statement.

The move comes a day after the Mumbai Bench of the NCLT approved the Piramal Group’s ₹37,250 crore resolution plan for DHFL, subject to certain conditions.

NCD holders disappointed

63 Moons holds over ₹200 crore of NCDs of DHFL. It had earlier filed an application in theNCLT, Mumbai seeking that the fraudulent transaction recovery benefit of about ₹45,000 crore filed by the DHFL administrator should come to creditors, including NCD holders and not to the buyer of the company.

“The current resolution plan is disappointing for NCD holders in as much as they stand to bear the greatest loss as opposed to any other party involved. Other members of the Committee of Creditors, which comprise mainly banks, have recourse to personal guarantees of promoters whereas NCD holders do not have any such contractual recourse,” it added. The statement added that NCD holders will be left high and dry with haircut of 65-75 per cent if, in future, such recoveries from fraudulent transactions are allowed to pass through to the resolution applicants, instead of the creditors.

“63 Moons is awaiting for the copy of the order and will be reviewing its options on the basis of advice from its legal advisors,” it said.

Another challenge

Fixed-deposit holders of DHFL are also planning to challenge the NCLT order in NCLAT as they want 100 per cent re-payment.

63 Moons said the Resolution Plan is drafted in such a way that it favours the resolution applicant or Piramal Group.

“Ascribing a value of ₹1 to the recoveries of fraud where claims are in excess of ₹45,000 crore creates unjust enrichment of the buyer (Piramal) at the cost of creditors,” it said, adding that Piramal has bid only for the current value of DHFL, which does not include these amounts that were taken away fraudulently.

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