Salient features of Co-lending Model (CLM) scheme announced by RBI for priority sector lending

The Reserve Bank on Thursday came out with a Co-Lending Model (CLM) scheme under which banks can provide loans along with NBFCs (including HFCs) to priority sector borrowers based on a prior agreement. The arrangement entailed joint contribution of credit at the facility level by both the lenders as also sharing of risks and rewards.

The earlier scheme called “co-origination of loans by banks and NBFCs for lending to priority sector” is rechristened as Co-Lending Model (CLM), which seeks to provide greater flexibility to the lending institutions, while requiring them to conform to the regulatory guidelines on outsourcing, KYC, etc. The primary focus of the revised scheme, rechristened as “Co-Lending Model” (CLM), is to improve the flow of credit to the unserved and underserved sector of the economy and make available funds to the ultimate beneficiary at an affordable cost, considering the lower cost of funds from banks and a greater reach of the NBFCs, the RBI said in a release.

Salient features of the CLM scheme

In terms of the CLM, banks are permitted to co-lend with all registered NBFCs (including HFCs) based on a prior agreement among them. The co-lending banks will take their share of the individual loans on a back-to-back basis in their books with a condition that NBFCs shall be required to retain a minimum of 20 per cent share of the individual loans on their books. The co-lending arrangement with an NBFC belonging to the promoter Group is however not allowed.

Banks are permitted to claim priority sector status in respect of their share of credit while engaging in the CLM adhering to the specified conditions. However, the CLM shall not be applicable to foreign banks (including WOS) with less than 20 branches.

Customer related issues:

For the customers, the NBFC concerned shall be the single point of interface to enter into a loan agreement.  The agreement between the borrower and the lender shall clearly contain the features of the arrangement and the roles and responsibilities of NBFCs and banks.  These details of the CLM arrangement shall be disclosed to the customers upfront and their explicit consent shall be taken for the same. The lender NBFC should be able to generate a single unified statement of the customer, through appropriate information-sharing arrangements with the bank. Further, the ultimate borrower may be charged an all-inclusive interest rate as may be agreed upon by both the lenders conforming to the extant guidelines applicable to both.

The co-lending banks will take their share of the individual loans on a back-to-back basis in their books. All transactions (disbursements/ repayments) between the banks and NBFCs relating to CLM have to be routed through an escrow account maintained with the banks, in order to avoid intermingling of funds. The partner bank and NBFC shall have to put in place suitable mechanisms for ex-ante due diligence by the bank as the credit sanction process cannot be outsourced under the extant guidelines.  

Based on their Board approved policies, a Master Agreement may be entered into between the two partner institutions which shall inter-alia include, terms and conditions of the arrangement, the criteria for selection of partner institutions, the specific product lines and areas of operation, along with provisions related to segregation of responsibilities as well as customer interface and protection issues”, the RBI release said. The Master Agreement may contain necessary clauses in respect of representations and warranties which the originating NBFC shall be liable for the share of the loans taken into its books by the bank.

The Master Agreement between the banks and NBFCs may also provide for the banks to either mandatorily take their share of the individual loans originated by the NBFCs in their books as per the terms of the agreement, or to retain the discretion to reject certain loans after their due diligence prior to taking in their books, subject to certain conditions.  However, if the Agreement entails a prior, irrevocable commitment on the part of the bank to take into its books its share of the individual loans as originated by the NBFC, the arrangement must comply with the extant guidelines on Managing Risks and Code of Conduct in Outsourcing of Financial Services by Banks issued vide RBI/2014-15/497/DBR.No.BP.BC.76/21.04.158/2014-15 dated March 11, 2015 and updated from time to time. Banks are required to comply Master Directions – Know Your Customer (KYC) Direction, 2016, issued vide RBI/DBR/2015-16/18 Master Direction DBR.AML.BC.No.81/14.01.001/2015-16 dated February 25, 2016 and updated from time to time.

If the bank are allowed to exercise their discretion regarding taking into their books the loans originated by NBFC as per the Agreement, the arrangement will be akin to a direct assignment transaction. Accordingly, the taking over bank shall ensure compliance with all the requirements in terms of Guidelines on Transactions Involving Transfer of Assets through Direct Assignment of Cash Flows and the Underlying Securities issued vide RBI/2011-12/540 DBOD.No.BP.BC-103/21.04.177/2011-12 dated May 07, 2012 and RBI//2012-13/170 DNBS. PD. No. 301/3.10.01/2012-13 August 21, 2012 respectively, as updated from time to time, with the exception of Minimum Holding Period (MHP) which shall not be applicable in such transactions undertaken in terms of this CLM. The MHP exemption shall be available only in cases where the prior agreement between the banks and NBFCs contains a back-to-back basis clause and complies with all other conditions stipulated in the guidelines for direct assignment.

Other important operational guidelines:

Both NBFC and the Bank shall establish a framework for monitoring and recovery of the loan, as mutually agreed upon. The co-lenders shall arrange for creation of security and charge as per mutually agreeable terms. Each lender shall adhere to the asset classification and provisioning requirement, as per the respective regulatory guidelines applicable to each of them including reporting to Credit Information Companies, under the applicable regulations for its share of the loan account.

The loans under the CLM shall be included in the scope of internal/statutory audit within the banks and NBFCs to ensure adherence to their respective internal guidelines, terms of the agreement and extant regulatory requirements. Any assignment of a loan by a co-lender to a third party can be done only with the consent of the other lender. Both the banks and the NBFCs shall implement a business continuity plan to ensure uninterrupted service to their borrowers till repayment of the loans under the co-lending agreement, in the event of termination of co-lending arrangement between the co-lenders.

With regard to grievance redressal, a suitable arrangement must be put in place by the co-lenders to resolve any complaint registered by a borrower with the NBFC within 30 days, failing which the borrower would have the option to escalate the same with the concerned Banking Ombudsman/Ombudsman for NBFCs or the Customer Education and Protection Cell (CEPC) in RBI.

The banks and NBFCs shall formulate Board-approved policies for entering into the CLM and place the approved policies on their websites, the release of RBI said.