Securitization is a process in which certain types of assets are pooled together
so that they can be repackaged into interest-bearing securities. The interest
and principal payments from the assets are passed through to the purchasers of
A large number of financial institutions use securitisation to transfer the
credit risk of the assets that originate from their balance sheets to those of
other financial institutions, such as banks, insurance companies, and hedge
funds for a variety of reasons. Some of them being that it was often proved that
raising money through securitisation were cheaper and they were less then less
costly for banks to hold because financial regulators had different standards
for them than for the assets that underpinned them.
Securitization follows a ‘originate and distribute’ approach, under which there
are many economic benefits too like spreading out credit exposures, which in
turn reduce risk concentration and systematic vulnerability.
In order to understand securitisation, it is important to understand the process
behind it. First, a company with loans or other income-producing assets—the
originator—identifies the assets it wants to remove from its balance sheet and
pools them into what is called the reference portfolio. Then, it sells this
asset pool to an issuer, such as a special purpose vehicle (SPV)—an entity set
up, usually by a financial institution, specifically to purchase the assets and
realize their off-balance-sheet treatment for legal and accounting purposes.
the second step, the issuer finances the acquisition of the pooled assets by
issuing tradable, interest-bearing securities that are sold to capital market
investors. The investors receive fixed or floating rate payments from a trustee
account funded by the cash flows generated by the reference portfolio.
majority cases, , the originator services the loans in the portfolio, collects
payments from the original borrowers, and passes them on—less a servicing
fee—directly to the SPV or the trustee. To sum up, securitisation is an
alternative and diversified source of finance based on the transfer of credit
risk (and possibly also interest rate and currency risk) from issuers to
Securitisation in India is regulated and governed by the Reserve Bank of
India (RBI) under the provisions of the 2006 and 2012 Guidelines on
Securitisation of Standard Assets (RBI Guidelines) for standard assets and by
the Securitisation and Reconstruction of Financial Assets and Enforcement of
Security Interest Act, 2002 (SARFAESI Act) for stressed financial assets, when
undertaken by banks, financial institutions and non-banking financial companies.
The Securities and Exchange Board of India (SEBI) is the market regulator for
listed securitised debt instruments. The SEBI (Public Offer and Listing of
Securitised Debt Instruments) Regulations 2008 (as amended) apply in this
The securitisation has been defined under both- the RBI guidelines and the
SARFAESI Act. However, both these regulators see securitisation as a
‘ring-fenced and bankruptcy-remote true sale of financial assets (or a pool of
such assets)’ for immediate cash payment. Under the true sale mechanism, the
assets move from the balance sheet of the originator to the balance sheet of a
special purpose vehicle (SPV) or asset reconstruction company, and are pooled,
sub-divided, repackaged as tradable securities backed by such pooled assets and
sold to investors either as pass through certificates (PTCs) or security
receipts (SRs), which represent claims on incoming cash flows from such pooled
Banks and financial institutions in India also often enter into direct
assignments of non-stressed financial assets under the provisions of the RBI
Guidelines. Such direct assignment structures would not involve an SPV, the
pooling of assets or the issuance of PTCs, and are often preferred in the Indian
market by banks and financial institutions when selling down to other banks or
The main reasons for doing for doing securitizations are:
Meeting regulatory requirements. All banks must have mandatory minimum exposure
levels to sectors identified as priority sectors. Often, banks which are unable
to meet these targets buy out assets from those who have such assets in excess
or are not required to hold them.
Portfolio diversification. Investment in stratified securities, catering to the
risk appetite of multiple investor classes, can improve liquidity and risk
management. It offers investors an opportunity to increase their returns by
diversifying into non-traditional asset classes and hedging the market
volatility, while at the same time expanding the financial market.
Cost of financing. As the originator has already invested time and effort on
risk analysis at the time of lending, securitisation allows the purchaser to
take comfort from this analysis, thereby reducing the total cost of financing.
Liquidity constraints. In the last two years, there has been a significant
increase in transactions where the seller, facing liquidity challenges, is
constrained to sell financial assets in the form of loans and receivables. Often
these are in the form of securitisations.
Off-balance sheet financing. Originators can securities assets from their
balance sheets, thereby increasing the pool of available capital that can be
used for investment. In addition, since securitisation normally requires less
capital to support it than traditional on-balance sheet funding, it enhances
return on capital.
Reduces credit exposure to a specific type of asset. If a particular class of
lending forms a larger proportion of the balance sheet as a whole, then
securitisation can offload some of the assets (of a particular class) from the
Makes non-tradable assets tradable. This, along with the promotion of a regular
market for securitised paper, enhances liquidity in a variety of previously
illiquid financial assets.
Spreads the ownership of risk. Pooling and distributing financial assets
provides greater ability to diversify risk and provides investors with more
choice as to how much risk to hold in their portfolios. Such diversified risk to
a wide base of investors ensures that the risk inherent in financial
transactions is diffused.
On June 8, 2020, The Reserve Bank of India disclosed its draft frameworks for
securitisation of standard assets and sale of loan exposures in an effort
to create a strong and robust securitisation market in India. With the
introduction of the new framework, the RBI has decided to create a regulatory
scheme which not only allows development of a strong and robust liquid secondary
market in securitized assets, but also follows the international standards, most
importantly the Basel III and IFRS guidelines. One of
the major recommendations of the two committees set up by the RBI was that
direct assignment transactions were understood to be in the nature of a ‘loan
sale’, and securitisation of standard assets and sale of loan exposures should
be regulated separately, furthering their operational clarity. This resulted
into the bifurcation of guidelines for ‘Sale of Loan Exposures’ from the
Draft Securitization Framework Under the Draft Securitization Framework, ‘securitisation’ has been defined
‘the set of transactions or scheme wherein credit risk associated with eligible
exposures is tranched and where payments in the set of transactions or scheme
depend upon the performance of the specified underlying exposures as opposed to
being derived from an obligation of the originator and the subordination of
tranches determines the distribution of losses during the life of the set of
transactions or scheme; Provided that the pool may contain one or more exposures
eligible to be securitized;’
Earlier, securitisation was defined as the sale of performing assets to a
bankruptcy remote special purpose vehicle (‘SPV’), in return for an immediate
cash payment. However, the framework has inculcated the concept of ‘tranching’
in its very definition [guideline 5(u)], which was missing in the earlier
 is the process of dividing the credit portfolio in
segments. Tranching is essential for providing a structure and rating to any
pool of exposures, and leads to a greater understanding of the credit risks by
the lender and the investors. Non-tranched portfolios have a risk of containing
bad debts, and may lead to defaults on a major part of the exposures pool.
Making tranching of credit risks, a necessary condition for sale of securities,
is a measure that has been followed all over the world. By inculcating this, the
RBI has made the much required amendment that has been long overdue.
One of the shortcomings of the 2012 guidelines was the absence of provision
which permitted securitisation of single assets. The reason for its preclusion
was primarily that it did not involve risk redistribution and credit trenching.
The new draft encapsulates within itself this provision too. RBI too, on the
precondition that the either the principle or interest be paid in installments,
authorized that bullet payment loans can be securitized.
This development will also enable the longer tenure loans to be securitized
either in part or in whole. Among other benefits, this will enhance the ability
to generate rated securities and benefit the investors to diversify their
portfolios even in case of single asset loans. This alteration will also enable
the eligible investors avail the credit tranched securities after the single
loans lettered on the books of banks or NBFC are securitized. This also provides
that without the express approval of the borrower, the existing lender will have
to bear the burden of obligations pertaining to such loans.
The Draft Securitisation Framework has introduced Simple, Transparent and
Comparable (STC) securitizations. A traditional securitisation, which
additionally satisfies the criteria set out in Annexure 1, will fall within
the scope of the STC framework. Clauses 112, 113, 114,127 and 128 give a
blow-by-blow account of STC- compliant securitizations which may be subject to
alternative capital treatment.
A traditional securitisation has been defined as
a structure in which two or more stratifies risk positions or tranches are
serviced by using cash flow from an underlying pool of exposures. Instead of
being reasoned from the originator’s obligation, payment to the investors will
depend upon the specified underlying exposures, which depict varied strata of
credit risks. For all traditional securitisation transactions which abide by the
STC framework, the draft offers a lower risk weight. This is likely to benefit
the banks to a great extent.
RBI has specifically allowed replenishment structures wherein the
replenishment period has to be identified upfront and following the end of such
period, the structure reverts to an amortisation one.
Replenishment has been defined as the ‘process of using cash flows from
securitised assets to acquire more eligible assets, which will continue for a
pre-announced replenishment period, following which the securitisation structure
reverts to an amortizing one’. Securitisation, which features a replenishment
period, is required to have provisions for appropriate early amortisation events
and / or triggers for termination of the replenishment period.
Introducing replenishment structures will help package shorter tenor loan deals
and ensure better return to investors.
The draft framework has expanded the definition of stressed exposures to include
both non-performing assets and special mention accounts. Also, the
deregulation of the price discovery process will enable faster and more
efficient pricing of exposures – especially when coupled with a wider range of
eligible investors – as articulated earlier.
Enhanced Viability of Stressed Asset Takeover Structures: More importantly,
the proposed framework will allow investors in stressed assets to classify the
exposure as standard, although subject to any other exposure to the same entity
on the investor’s books not being sub-standard on the date of the acquisition of
This could significantly lower capital charge and provisioning
requirements for the acquirer/investor of the stressed assets. Given that most
stressed assets are restructured as well – often including a complete management
overhaul, the rationalisation of the capital charge and provisions could make
such assets more attractive to prospective acquirers.
Residential mortgage backed securities (RMBS) can be elucidated as “the
securities issued by the special purpose entity against underlying exposures
that are all residential mortgages”. The RBI, following the exhortations of the
Development of Housing Finance Securitisation Market, has provided certain
relaxations in relation to the RMBS.
According to the said framework, the minimum holding period for RMBS could be
six months or six installments (whichever is later). The MRR has been limited to
5% of the book value of the loans that have been securitized. If the value of
exposure for an underlying an RMBS crosses INR 500 crore mark, the listing of
the security has to be statutorily done.
This emendation will directly benefit HFCs and NBFCs by accrediting them with
the required exposure to RMBS to package such portfolios in order to issue
securities of different credit tranches and list them. Risk adverse investors
can be issued with senior tranches while the subscribers of such instruments can
be issued with junior tranches. These will help the market in three-fold ways:
- It will provide the much-needed liquidity to HFCs
- With due course of time, it will deepen the RMBS market
- It will ensure that the products are available to wider spectrum of
The Draft Securitisation Framework provides for conditions required to be met by
lenders for maintenance of capital. Such conditions will come into immediate
effect and will apply to existing securitisation exposures as well.
required to be met for de-recognition of the transferred asset by the originator
- Significant credit risk associated with the underlying exposures of the
securities issued by the special purpose entity (SPE) being transferred to
third parties. Significant credit risk will be treated as transferred if:
- There are at least three tranches, risk weighted exposure amounts of the mezzanine
securitisation positions held by the originator do not exceed 50% of the risk
weighted exposure amounts of all mezzanine securitisation positions existing in
this securitisation; and
- In cases where there are no mezzanine securitisation positions, the originator does not hold more than 20% of the
exposure values of securitisation positions that are first loss positions;
- The transferred exposures are legally isolated from the originator and
are put beyond the reach of the originator or its creditors;
- The securities issued by the SPE are not obligations of the originator;
- Securitisation does not contain clauses that require the originator to
replenish or replace the underlying exposures to improve the credit quality of
the pool, in the event of deterioration in the underlying credit quality.
While the Draft Securitisation Framework now permits assets purchased from other
entities to be securitised, resecuritisation exposures, synthetic securitisation
and securitisation with revolving credit facilities as underlying continue to be
prohibited. Pooling of purchased loans along with existing portfolios will
increase the rating of certain kinds of pools.
Transactions involving revolving credit facilities, loans with bullet repayments
of both principal and interest and securitisation exposures continue to be
exempt from the applicability of the Draft Securitisation Framework.
Considering that the country is in midst of a pandemic, the present framework is
a welcome change. It will have a major role to play as the market revives from
the Corona crisis. The framework aims to standardize the practice of
securitisation, leading to a efficient and strong securities market in India.
is an amalgamation of a long series of steps undertaken by the RBI to foster the
securities sector, and to promote securitisation as a well-developed mechanism
in the financial sector. It also clears the air around the permissibility of
certain structures that remained uncertain before this.
The RBI, with this, has
strived towards securitising certain loans which were not available before. This
will not only help achieve a more investment friendly market, but also a more
diverse one, which would in turn increase the liquidity and will tackle bad
loans in various financial institutions. The increase in liquidity and
minimizing the risk of bad loans particularly would provide the much-required
boost in the revival of market in a post-Covid-era.
The new introductions are additionally the RBI's bid to account for a more
transparent plan which will additionally bring down the odds of somebody getting
hoodwinked in the market chain. All things considered, constructing a more
robust national securitisation regime will help manage and diversify risks,
which would give the economy a genuinely necessary stability as we enter the