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“We have looked at the concept of a universal bank, single entity but realized it
makes more sense to have separate legal entities with HDFC on the top, holding
equity in each” Mr. Keki Mistry, M.D., HDFC1.
“I do not agree that a single product company cannot be a successful company. One
example of the most successful company today in the financial sector is the HDFC”.
Mr. Janaki Ballabh, ex-Chairman, State Bank of India.2
INTRODUCTION
Housing has been an important item on the national agenda of the Government of India over the
years. In the year 1998, the government declared ‘housing for all’ as a priority area and set a target
of constructing two million houses every year. According to the National Building Organization
(NBO), as in March 2003, the total housing shortfall was established to be
19.4 million units, of which 12.76 million units were in rural areas and 6.64 million units in urban
areas3. According to Housing Development and Finance Corporation (HDFC), every rupee spent
on housing was estimated to lead to a 78 paise increase in gross domestic product 4. Housing has
been a visible output, which reflected the progress of the country. It has been a vital sector of the
national economy that generated jobs, taxes and wages that positively influenced the quality of
life.
In the late 1990s, globally there was a trend of mergers and consolidation. According to ‘Top Ten
Banking and Securities Industry Outlook’ report published by Deloitte Consulting, during 1998,
the global banking and securities industry saw an exceptional rise in mergers and acquisitions. It
was established t-[[[[‘’[]]hat 455 M&As worth $365 billion took place in the industry. The major
Mergers and Acquisitions took place in Europe and America. The merger of Swiss Bank with
Union Bank of Switzerland to form UBS, Citicorp and Travellers Group to form CitiGroup and
Nations Bank and Bank of America to form New Bank of America have created some of the
largest banks in the world5. The motive behind these mergers was the possibility and opportunity to
cross-sell their products. Another goal was to adapt technology from the other businesses rather
than spending time and money to develop it themselves. The trend of consolidation affected even
the Indian markets. With a motive to exploit the synergies brought by universal banking, Industrial
Credit and Investment Corporation of India Ltd (ICICI Ltd) reverse merged with its subsidiary
ICICI Bank in the year 2002, creating the second largest bank in India with total assets worth
Rs1,00,000 crores. According to the ICICI Bank’s 2002-2003 Annual Report, the merger
combined the large capital base of ICICI Ltd., with the strong deposit raising capability of ICICI
Bank. This gave the new entity, ‘ICICI Bank Ltd.’, an opportunity to increase its market share in
banking fees and commissions, while lowering the overall cost of funding. However, HDFC the
leading housing finance company in terms of deposits and loan disbursements positioned itself as a
group of companies with each company offering specific products to a specific set of customers
(Exhibit 1). It wanted to generate synergies of universal banking by cross-selling its products
1
Mistry, Keki, “Core Competence Key for HDFC”, Hindu Business line, February 22, 2002.
2
‘Round Table’, www.businessstandard.com, July 24, 2003.
3
Shankaran, Sanjiv, ‘ Housing finance: Nesting becomes a lucrative business’, www. blonnet. com,
April 28 2002.
4
Ibid
5
‘A hard task to sell mergers to customers’, www.btimes.co.za , May 30, 1999.
0005-03 HBM
across its subsidiaries. As of October 2003, HDFC was India’s largest housing finance company
with an asset size of Rs.28,000 crores and cumulative loan disbursements of Rs.43,520 crores. Its
outstanding loan portfolio covered around one million dwelling units, 75 % of which were
disbursed to ‘individuals’6.
6
Shankaran, Sanjiv, ‘HDFC: Avoid Fresh Exposures’, www.blonnet.com, December 15, 2002.
7
‘Objectives and Background’, www.hdfc.com/we_corporateprofile.asp
8
“About Us” – www.hdfcbank.com.
9
“About Us” – www.hdfcbank.com
10
‘Wholesale banking, low cost of funds boost HDFC Bank’s Q2 net – First-half profit at Rs 224
crores’, www.thehindubusinessline.com, October 11 2003.
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acquire Zurich Asset Management Company (I) Ltd while its asset management business. As of
April 2003, the assets managed by HDFC Mutual Fund and Zurich India stood at Rs.107.78
billion. For the financial year 2003, HDFC earned a profit before tax of Rs.224.5 million as against
Rs.95.6 million for the year ended 2002.
HDFC Securities was set up as a subsidiary to provide customers with these services. Its objective
was, to become a ‘one-stop’ solution for all investment needs of the customer. HDFC Securities
Limited (HDFCsec) was promoted by the HDFC Group, with equity participation from HDFC
Bank, HDFC and Chase Capital Partners & associates. HDFC Securities extended broking services
to domestic investors and NRIs, on the National Stock Exchange and the Bombay Stock
Exchange. HDFCsec helped its customers allocate, select and manage investments wisely, and
also supported them with the highest standards of service, convenience and hassle-free trading
tools.
In September 2000, HDFC launched an online portal, hdfcrealty.com. ‘Hdfcrealty’ was set up to
provide a range of real estate services for its customers over the net. It was designed as an
organized electronic marketplace for properties that provided an entire gamut of real estate service
such as buy, sale or lease of housing properties. The portal made available the most professional,
transparent, and efficient service to the real estate customers.
HDFC Standard Life Insurance Company Limited was a joint venture between HDFC Ltd., and
Standard Life Assurance Company. HDFC Standard Life Insurance offered a wide range of
insurance and pension plans namely Endowment Assurance Plan and Money Back Plan. These
were customized to suit individual needs by adding optional benefits such as Critical Illness
Benefit, Accidental Death Benefit and more. Since its inception, the company showed a consistent
performance. HDFC Standard Life Insurance Company crossed Rs. 5,000 crores in cumulative
insurance coverage during 2002-2003. For the financial year ended March 31, 2003 the premium
generated from new business was Rs.132 crores compared to Rs. 36 crores in the previous year.
On 30th January 2001, State Bank of India (SBI), HDFC, Dun & Bradstreet Information Services
India Private Limited (D&B) and TransUnion International Inc. (TransUnion) signed an agreement
to establish Credit Information Bureau (India) Limited (CIBIL) – with shareholding percentages in
the proportion of 40:40:10:10 respectively. D&B and TransUnion, who were the technology
partners, were well known in the area of credit information business. CIBIL gathered credit related
information regarding individual and corporate/commercial borrowers, maintained a database of
this information and sold that information in the form of credit reports to a closed user group
(credit grantors) for a price. CIBIL had many Scheduled Commercial Banks, Financial
Institutions, Housing Finance Companies (HFCs) recognised by National Housing bank as its
members. As of 2002, it had 53 banks accounting for over 90% of the total credit outstanding
amongst the commercial banks, seven HFCs accounting for over 70% of the total credit
outstanding amongst the HFCs and six FIs accounting for over 90% of the total credit outstanding
amongst the FIs. Data sharing was to be based on the Principle of Reciprocity, the basic elements
of which was that reports could be obtained from the bureau only if data was contributed i.e. a user
had to be a data provider.
HDFC made a foray into general insurance with HDFC Chubb General Insurance Company Ltd
(HCGICL). HCGICL was a joint venture between HDFC (74% stake) and Chubb Corporation
(24% stake), a leading property & casualty insurer of US with $ 30 billion in assets. HCGICL was
set up in the year 2002, with a capital of Rs. 101 crores. The company offered Auto Insurance,
Group Travel Insurance, Commercial Insurance, which included fire and marine insurance
products.
According to a McKinsey Report, the global IT enabled service industry is expected to have a
turnover of $180 billion by 2008. Out of this, the Indian market size is expected to be around $
17.6 billion. HDFC made a foray into IT Enabled Services by setting up Intelenet Global Services,
a joint venture between HDFC and Tata Consultancy Services (TCS), India. For the financial year
2003, the company registered revenue of Rs 217.5 million and its revenues are expected to rise up
to Rs 1.5 billion by the year 200411.
11
‘About us, Intelenet Global services’, http://www.hdfc.com/we_associated.asp.
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idea of separate companies was to allow each company to specialize in their core competencies.
Further, each division such as commercial banking, stock broking, and insurance has different
regulators and they have different capital requirements to be met. Mr. Keki Mistry, MD HDFC,
opined that dealing with multiple regulatory bodies that govern banking, capital markets and the
insurance sector was one of the impediments21 for conversion into a universal bank22.
Globally, almost two thirds of mergers that took place in mid 1990s have failed to add value to
shareholders23. Citibank and Travelers group, considered, as one of the largest mergers in history
was a failure. In this case, there was an asset-liability mismatch as the short-term funds were used
to fund long-term loans. They opted for a de-merger within four years. Experts opine that the
chances for a merged entity to succeed and create synergies between their operations are not
always good, as has been noticed in the recent past. Moreover, many business issues, especially in
‘bank assurance model’ such as nature of lending and operating culture of the merging companies
form different.
Gemini Consulting financial head Jay Karumarante observed that with mergers, banks were able to
manage industry risks by diversifying into different businesses and products 24. According to
analysts there were certain advantages in opting for mergers. The merged entity could get access to
low-cost funds procured by both the institutions and expanded reach in the form of large customer
base. While disadvantages included blocking large amount of funds to meet the requirements of
the RBI, in terms of maintaining the stipulated CRR and SLR25.
According to Parekh, HDFC generated synergies by cross-selling its products across its
subsidiaries. HDFC Chubb General Insurance Company utilized the HDFC network to cross sell
its home insurance products. It utilized HDFC and HDFC Bank’s database to cross-sell its
accident insurance products. HDFC distributed mutual funds through its network and acted as
investor service centre. It’s recent cross-selling initiatives included introduction of a wide range of
special benefits for new housing loan customers such as life insurance coverage at attractive
prices, lower minimum balance requirements for savings accounts at HDFC Bank, standing
instructions for direct payment of monthly installments on housing loans, free credit card and
lower interest rates for consumer loans from HDFC Bank. Mr Keki Mistry opined that cross selling
would help leverage the infrastructure and technological strengths of the HDFC group companies,
thereby providing a wide range of products and services from a customer-centric perspective.
On many occasions, the management of HDFC reiterated that it had no plans of transforming into
a universal bank. Mr. Keki Mistry stated in a report that he felt that there was no advantage in
merging HDFC with HDFC bank26. He opined that if HDFC were to opt for universal banking,
there was a danger of facing an asset-liability mismatch by channeling short-term funds from the
savings and current accounts into the housing sector, which typically have longer tenures. Mr.
Deepak Parekh, in the Annual General Body Meeting, 2003 stated that HDFC and HDFC Bank as
separate institutions had performed well and both registered healthy growth of 20% and 25% in
profits over the previous years, respectively. He also stated that all the subsidiaries as separate
institutions performed well and there was no need for a merger or a consolidation. He felt that
though the group stayed as separate companies it was able to derive all the benefits of universal
banking. As he put “There is no cause for a merger for the sake of merger, or merger to create a
universal bank. No such necessity or fact exists.” said Deepak Parekh, Chairman HDFC27.
21
In India, Asset Management Companies were regulated by SEBI, Housing Finance Companies by
the National Housing Bank, Commercial Banks by RBI and insurance companies by the Insurance
Regulatory and Development Authority (IRDA).
22
Menon Shyam G, Venkataraman Latha, ‘Core Competence key for HDFC’,
http://www.blonnet.com/2002/02/22/stories
23
Vedpuriswar, Chowdary, Nagendra, Madhav, Phani, “Beware of Mergers of Convenience”,
www.economictimes.com, January 4 2002.
24
‘A hard task to sell mergers to customers’, www.btimes.co.za, May 30 1999.
25
‘Housing Development Finance Corporation’, www.biz.yahoo.com, July 19 2003.
26
‘HDFC no to universal banking’, http://www.domain-b.com, October 18 2001.
27
“Round Table-Business standard Banking Annual 2002” - Business Standard, July 24 2003
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Exhibit 1
HDFC and its subsidiaries
Source: Conrad D Souza, ‘HDFC presentation on housing finance’, Housing Finance Seminar-
Karachi, August 2003.
Exhibit 2
HDFC Performance during 1997 – 2003
(Rs. in Crores)
1997 1998 1999 2000 2001 2002 2003
Income:
Operating Income 1263.53 1436.91 1746.87 2013.35 2376.53 2692.42 2967.32
Other Income 1.8 7.77 5.86 2.2 5.82 7.74 8.3
Total Income 1265.33 1444.68 1752.73 2015.55 2382.35 2700.16 2975.62
Expenditure:
Interest & Financial 855.49 982.07 1250.47 1436.95 1689.61 1871.24 1969.8
Charges
Operating &
Administrative 56.13 60.69 63.59 74.21 91.41 106.16 129.09
Expenses
Interest and Operating 0.72046027 0.721793 0.749721 0.749750 0.747589 0.73232 0.7053622
5 1 9 7 6 7
Expenses to total
income
Profit before 353.71 401.92 438.67 504.39 601.33 722.76 876.73
Depreciation
& Tax
Depreciation 40.82 50.56 49.77 43.58 45.68 31.83 25.7
Profit Before Tax 312.89 351.36 388.9 460.81 555.65 690.93 851.03
Tax 65 58 55 59 82 110.92 160.74
Profit After Tax 247.89 293.36 333.9 401.81 473.65 580.01 690.29
24
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Exhibit 3
Operating Highlights of HDFC
Rs in crores
2001-02 2002-03 % change
Loan Approvals
Current Year 9041.25 11731.6 30
Cumulative 40135.81 51867.4 29
Loan Disbursements
Current Year 7616.56 9950.87 31
Cumulative 33569.57 43520.4 30
Source: hdfc.com
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