In a landmark order, the Madras High Court directed the Reserve Bank of India (RBI) to conduct a fresh valuation exercise based on which the regulator should reconsider its decision to write off the tier-2 bonds of Lakshmi Vilas Bank (LVB), which was merged with DBS Bank India in 2020. The order has given LVB’s tier-2 bondholders hope that they may recover their investments. Sangita Mehta explains what prompted the court to issue this order, why the bonds were written off, and its implications.
What is the dispute between LVB’s tier-2 bondholders and RBI?
In November 2020, private lender LVB said that following an RBI directive, it would write down its ₹318 crore of tier-2 bonds ahead of the merger with DBS Bank India. DBS acquired the bank by infusing ₹2,500 crore. The bondholders felt that they had been given a raw deal and sought legal remedy.
Why did RBI direct LVB to write down the bonds?
The tier-2 bonds have a loss absorbency feature, which means that if a bank fails, its tier-2 bondholders will absorb any losses ahead of its depositors. LVB had reported about ₹3,000 crore in accumulated losses, one-fourth of its loan book had turned sour, and tier-1 capital had turned negative.
One of the clauses of the tier-2 bonds states if the regulator decides to amalgamate or reconstitute a bank with another bank under Section 45 of the Banking Regulation Act, the tier-2 bonds can be written down by triggering a point of non-viability (PONV). These bonds can also be converted into equity to absorb the losses. However, in this case, LVB’s equity was also fully written down.
Why are bondholders saying they got a raw deal?
Bondholders say the merger was hurriedly concluded in a non-transparent manner. They say they are akin to depositors who were not affected by the merger. They argue that they invested knowing that RBI is there to steer the bank into corrective measures so that the PONV is not triggered.
What has the Madras HC ordered?
The bench, comprising Chief Justice Sanjay V Gangapurwala and Justice D Bharatha Chakravarthy, said it would not interfere with the amalgamation of LVB with DBS. It, however, asked RBI to value the shares and assets of both DBS India and LVB as of the date before the amalgamation. Based on the valuation arrived at after this exercise, the RBI will make a fresh decision on reducing the value of shares and writing off the tier-2 bonds.
The court has also said that the RBI will act ‘keeping in mind the grievances of the shareholders and the bondholders and the hardship faced on account of the scheme of compulsory amalgamation and amelioration of the same to the extent possible.’ The court has given RBI four weeks to complete the exercise.
How does this compare with the Yes Bank tier-1 bondholders case ?
Yes Bank was bailed out by an SBI-led consortium in March 2020. As part of its reconstruction scheme, tier-1 bonds of over ₹8,415 crore were written off. The tier-1 bondholders, ahead of equity holders in the waterfall mechanism, lost their savings, while the equity was not written off. Bondholders have approached the Supreme Court, claiming they got a raw deal.
