Notice revoking the authorization granted to Union de Credito Agroindustrial, S.A. de C.V. to operate as a credit union

DOF: 23/04/2018

OFFICE through which the authorization granted to Union de Credito Agroindustrial, S.A. de C.V. to operate as a credit union is revoked.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Office No.: P093/2018.- File No.: CNBV.212.421.12(389)"2017/May/16,2017/May/16 " /RR/01/.

SUBJECT:

Your authorization to operate as a Credit Union is revoked.

UNION DE CREDITO AGROINDUSTRIAL, S.A. DE C.V.

Blvd. del Rodeo No. 701, Col. Parque Industrial Belenes Norte, CP 45145, Zapopan, Jalisco.

To:

LIC. FERNANDO ARTURO MESTRE NORIEGA
President of the Board of Directors.

This National Banking and Securities Commission, based on the provisions of articles 97 of the Credit Unions Law (hereinafter LUC) and 16, sections VI and XVII, of the National Banking and Securities Commission Law (hereinafter LCNBV); with the objective of complying with said legal frameworks, issues this resolution revoking the authorization to operate as a credit union, which was previously granted to the entity known as Union de Credito Agroindustrial, S.A. de C.V. (hereinafter Agroindustrial, Entity or Company, interchangeably), in accordance with the following:

BACKGROUND

I.

Through office 601-11-1216, dated January 14, 1987, authorization was granted to operate as a credit union to the entity known as Union de Credito Industrial de la Artesania y Joyeria de Jalisco, S.A. de C.V.

II.

Through office DGA 709-13709, dated May 16, 2002, it was authorized to modify the terms of the authorization granted to Union de Credito Industrial de la Artesania y Joyeria de Jalisco, S.A. de C.V., changing its name to henceforth be known as Union de Credito Agroindustrial, S.A. de C.V., whose last registered address with this Commission is located at Boulevard del Rodeo No. 701, Col. Parque Industrial Belenes Norte, CP 45145, Zapopan, Jalisco.

III.

Through office 132-A/101264/2016, dated January 18, 2016, this Commission communicated to Agroindustrial the observations resulting from the review of the financial information reported by that Entity to this Commission electronically through the Interinstitutional System for Information Transfer (hereinafter SITI) regarding figures as of November 30, 2015.

IV.

Through a document dated February 17, 2016, presented in the Common Clerk's Office of this Decentralized Body on May 18 of the same month and year, Agroindustrial made various statements regarding the content of the observation office 132-A/101264/2016, dated January 18, 2016, attaching the documentation it deemed appropriate for the purpose.

V.

Through office 132-A/101357/2016, dated February 29, 2016, this Institution communicated to Agroindustrial the corrective actions and measures that were deemed appropriate, given that said Company did not refute the observations made to it through office 132-A/101264/2016, dated January 18, 2016.

VI.

Through a document dated April 28, 2016, presented in the Common Clerk's Office of this Decentralized Body on May 2 of the same year, said Company made various statements regarding the content of the corrective actions and measures office 132-A/101357/2016, dated February 29, 2016.

VII.

In compliance with what was established in office 132-A/101607/2016, dated July 22, 2016, this Commission conducted a routine inspection visit to Agroindustrial, regarding figures as of June 30, 2016; the case being that, as a result of the same, through office 132-A/101648/2016, dated September 26, 2016, this Institution communicated to said Company the observations that resulted as appropriate regarding the referred inspection visit.

VIII.

Through a document dated October 31, 2016, presented in the Common Clerk's Office of this Decentralized Body on November 1 of the same year, said Entity made various statements regarding the content of the observation office 132-A/101648/2016, dated September 26, 2016, attaching the documentation it deemed appropriate for the purpose.

IX.

Regarding this matter, since said Entity did not refute the observations communicated to it by this Commission through office 132-A/101648/2016, dated September 26, 2016, this Commission, through office 132-A/101856/2016, dated November 15, 2016, communicated to Agroindustrial the corrective actions and measures that were deemed appropriate.

X.

Through a document dated January 25, 2017, presented in the Common Clerk's Office of this Decentralized Body on January 26 of the same month and year, said Company made various statements regarding the content of the corrective actions and measures office 132-A/101856/2016, dated November 15, 2016.

XI.

Through office 132-A/5010/2017, dated February 24, 2017, this Decentralized Body informed Agroindustrial of the follow-up on the corrective actions and measures dictated to it through office 132-A/101856/2016, dated November 15, 2016.

XII.

Through office 212/61902/2017, dated July 11, 2017, this Commission summoned Agroindustrial to revoke its authorization to operate as a credit union, given that it determined that said Company might have fallen under the grounds provided for in article 97, sections II and XIV, of the LUC. Likewise, in terms of the referred office, this Commission granted Agroindustrial a term of ten business days counted from the next business day following the day on which the notification of the same took effect, so that, in exercise of its right to a hearing, it would manifest what was convenient for its rights, offer evidence and formulate arguments, regarding the grounds for revocation for which it was summoned.

XIII.

Through a document dated October 3, 2017, presented in the Common Clerk's Office of this Commission on October 6 of the same month and year, Agroindustrial, in exercise of its right to a hearing, made various statements regarding the content of the summons office 212/61902/2017, dated July 11, 2017, attaching the documentation it deemed appropriate.

XIV.

On March 15, 2018, the revocation of the authorization of Union de Credito Agroindustrial, S.A. de C.V. was submitted to the consideration of the Board of Directors of the National Banking and Securities Commission, based on the facts stated in the preceding paragraphs, and adopted, with respect to said Company, Agreement Twenty-Third, a certification of which is attached to this resolution and, for quick reference, is transcribed below:

" TWENTY-THIRD.- The members of the Board of Directors, based on articles 12, section V and XV of the National Banking and Securities Commission Law, in relation to article 97, sections II and XIV of the Credit Unions Law, taking into consideration the favorable opinion of the Sanctions Committee of the National Banking and Securities Commission in its session held on February 28, 2018, unanimously agreed to revoke the authorization granted at the time by the Ministry of Finance and Public Credit, through office number 601-II-1216 dated January 14, 1987, to operate as a credit union to the company known as Union de Credito Agroindustrial, S.A. de C.V., so that in accordance with the Credit Unions Law, its dissolution and liquidation shall proceed, in the terms contained in the resolution attached to the respective note and which forms part of this agreement. "

Derived from the above, the reasons and legal provisions that support and motivate the revocation of the authorization to operate as a credit union, which was previously granted to Union de Credito Agroindustrial, S.A. de C.V., are exposed below, in accordance with the following:

CONSIDERATIONS

FIRST. Based on the provisions of articles 14 and 97 of the LUC, in relation to what is established in articles 4, sections XI and XXXVIII, as well as 12, sections V and XV, of the LCNBV, this Decentralized Body is authorized to authorize the constitution and operation of credit unions and, if applicable, to agree on the revocation of said authorizations.

SECOND. That in terms of what is provided in article 97 of the LUC, this Commission, prior to a hearing with the corresponding credit union, may declare the revocation of the authorization granted in the cases referred to therein, among which are those established in sections II and XIV, which for quick reference are transcribed below:

" Article 97.- The Commission, with the agreement of its Board of Directors and prior to a hearing of the interested company, may declare the revocation of the authorization granted to unions, in the following cases:

...

II.

If the union does not meet the capitalization requirements established in accordance with what is provided by article 48 of this Law and the provisions to which said provision refers;

...

XIV.

If the equity capital of the union is less than the minimum capital required based on the level of operations authorized for it, and

... "

THIRD. That this National Banking and Securities Commission through office 212/61902/2017, dated July 11, 2017, cited in paragraph XII of the background section of this resolution, fully complied with what is provided in article 97, first paragraph, of the LUC, in relation to what is established in section I of article 110 of the same legal framework, as well as in article 62 of the Supervision Regulations of the National Banking and Securities Commission, by granting said Company a term of ten business days counted from the next business day following its notification, so that in exercise of its right to a hearing, it would manifest what was convenient for its rights, offer evidence and formulate arguments, regarding the grounds for revocation of its authorization to operate as a credit union in which it was allegedly found located, which are provided for in sections II and XIV of said article 97.

FOURTH. In exercise of its right to a hearing, Agroindustrial presented before this Institution the document dated October 3, 2017, referred to in paragraph XIII of the background section of this resolution, by virtue of which it exhibited various means of conviction aimed at accrediting the considerations it set forth in said communication, which are admitted and discharged by their own and special nature, in accordance with what is provided in article 108 of the LUC, to which probative value is granted in the following terms:

THE DOCUMENTARY, consisting of the following simple copies:

• Fragment of the agreement of September 5, 2017, in which a date is set for a public auction to the highest bidder in accordance with the law, of various seized assets.
• Copy of the agreement of September 27, 2017, issued by the Eighth Judge of Commerce, within the acts of file 101/2012, in which a date is set for a different auction hearing to take place.
• Copy of the agreement of September 20, 2017, issued within the acts of lawsuit 3297/2013, in which a date is set for a different auction hearing to take place.

These, to which probative value of indication is granted, based on the provisions of articles 133, 197, 203, 204, 207 and others relative and applicable of Title Four of the Federal Civil Procedure Code, applicable in the matter in accordance with what is provided in the last paragraph of article 108 of the LUC, from whose analysis it is derived that various dates were set in order for different auction hearings to take place.

FIFTH. That from the integral and exhaustive analysis of the content of all and each of the documents referred to in the background section of this resolution, especially the summons office 212/61902/2017, dated July 11, 2017, as well as the document of October 3, 2017, by which said Entity exercised its right to a hearing, this Decentralized Body determines that the arguments exposed by Agroindustrial are ineffective and, therefore, the grounds for revocation for which said Company was summoned are confirmed.

In effect, from the analysis of the content of office 212/61902/2017, referred to in paragraph XII of the background section of this resolution, it is derived that this Commission summoned said Entity, because as a result of the financial information reported by said Entity electronically through the SITI, as well as the financial information reviewed in the routine inspection visit conducted on said Company, in compliance with office 132-A/101607/2016 of July 22, 2016, it is derived that the net capital of Agroindustrial, with figures for November and December 2015, as well as June, September and December 2016, might be lower than the minimum social capital required that it had to maintain according to its level of operations, in contravention of what is provided in articles 48 of the LUC, in relation to what is established in article 18, first paragraph and section I of the same legal framework, legal norms that, in their relative part, for quick reference are transcribed below:

" Article 48 .-. ..

The net capital at no time shall be less than the minimum paid capital that applies to it in accordance with what is established in article 18.

... "

" Article 18. - The minimum subscribed and paid capital for unions will be determined according to the level of operations assigned to it, as follows:

I.

For unions with level of operations I, it shall be the equivalent in national currency to the value of 2,000,000 investment units;

... "

Likewise, derived from the analysis of the financial information reported by said Entity electronically through the SITI, as well as the financial information reviewed in the routine inspection visit conducted on said Company, in compliance with office 132-A/101607/2016 of July 22, 2016, it is derived that, with figures for November and December 2015, as well as June, September and December 2016, the equity capital of said Company might have been less than the minimum capital required based on the level of operations authorized for it, in terms of what is provided in article 18, first paragraph and section I of the same legal framework, which has been transcribed above.

Given this, since with figures for November and December 2015, June, September and December 2016, the net capital of said Company possibly resulted lower than the minimum subscribed and paid capital that it had to maintain according to its level of operations, as well as that probably the equity capital of said Entity was less than the minimum capital required based on the level of operations authorized for it, this Commission determined that Agroindustrial might fall under the grounds for revocation provided for in sections II and XIV of article 97 of the LUC, normative provisions that have been previously transcribed.

Regarding said grounds for revocation, through a document dated October 3, 2017, presented in the Common Clerk's Office of this Institution on the 6th of the same month and year, said Company, in exercise of the right to a hearing granted to it through the summons office 212/61902/2017, dated July 11, 2017, manifested the following:

" ...

ACTIONS AND COMMITMENTS:

The first commitment we are going to undertake is the Contribution of $1 '000,000.00 (one million Pesos 00/100 National Currency) of which will be deposited directly to capital by October 30 of this year at the latest.

The next Commitment is to conclude the lawsuits we have very advanced with stipulated dates for auction of which a copy of the court agreement for the publication of edicts to appear for the adjudication is attached, matters that represent the cancellation of preventive estimation for credit risks for the amount of $1 '700,000.00 (One million seven hundred thousand pesos 00/100 National Currency) which would be accumulated to continue strengthening the capital by December at the latest.

Contribution for the amount of $1 '000,00.00 (one million Pesos 00/100 National Currency) which will be deposited directly to capital by February 28, 2018 at the latest.

Contribution for the amount of $1 '000,000.00 (one million Pesos 00/100 National Currency) which will be deposited directly to Capital by May 28, 2018 at the latest.

Contribution for the amount of $1 '000,00.00 (one million Pesos 00/100 National Currency) which will be deposited directly to Capital by November 28, 2018 at the latest.

A further contribution will be made for the amount of $1 '000,000.00 (one million Pesos 00/100 National Currency) which will be deposited directly to capital by November 28, 2018 at the latest.

I mention that of course the lawsuits we have pending, we assume that in the year 2018 they will be concluded, strengthening our Capital.

Likewise, our commitment is to significantly decrease operating expenses, leaving only those strictly indispensable for operation.

As an important point, the process of reactivation of the operation will begin, which will contribute income for the strengthening of the Union.

... "

Seeing the above, this Commission determines that the statements made by Agroindustrial in the document of October 3, 2017, are ineffective given that they are not oriented to discredit the grounds for revocation for which said Company was summoned; namely, not meeting the capitalization requirements established in accordance with what is provided by article 48 of the LUC and the provisions to which said provision refers, as well as accrediting that its equity capital is not less than the minimum capital required based on the level of operations authorized for it.

Furthermore, from the analysis of the statements and documentary records provided by Agroindustrial, it is not derived that the facts for which it was found in the grounds for revocation for which it was summoned through office 212/61902/2017, dated July 11, 2017, have been remedied, so it is concluded that, to date, the mentioned capital shortages prevail.

In effect, from the analysis of the information and documentation that Agroindustrial sent to this Commission in exercise of its right to a hearing through a document dated October 3, 2017, it is derived that those are oriented to demonstrate various " actions and commitments, which will strengthen our Shareholder Structure ", but without said Company issuing any consideration or providing any element of conviction, by virtue of which it discredits the fact that, with figures for November and December 2015, June, September and December 2016, the net capital of said Entity resulted lower than the minimum subscribed and paid capital that it had to maintain according to its level of operations, as well as that the equity capital of said Company was less than the minimum capital required based on the level of operations authorized for it, which gave rise to the summons to revoke its authorization to operate as a credit union, by allegedly having fallen under the grounds for revocation established in sections II and XIV of article 97 of the LUC.

Likewise, it should be noted that although it is true that said Entity provides various means of conviction, these elements are not sufficient to accredit the truth of its assertions; moreover, if the above were not enough, regarding the " actions and commitments " referred to by Agroindustrial, it is worth noting that since they are future events of uncertain realization, they cannot form any conviction in this Authority.

For this reason, this Commission determines that it confirms the fact that, with figures for November and December 2015, June, September and December 2016, the net capital of said Company resulted lower than the minimum subscribed and paid capital that it had to maintain according to its level of operations, as well as that the equity capital of said Entity was less than the minimum capital required based on the level of operations authorized for it, so it falls under the grounds for revocation provided for in sections II and XIV of article 97 of the LUC.

Based on the above, the National Banking and Securities Commission, prior to the agreement of its Board of Directors, taken in its ordinary session held on March 15, 2018, and with the objective of preserving the stability of the financial system as a whole, safeguarding the interests of the public:

RESOLUTIONS

FIRST. This Decentralized Body, based on the provisions of articles 97, first paragraph, sections II and XIV, of the LUC and 12, section V, of the LCNBV; as well as in accordance with Agreement Twenty-Third, adopted by the Board of Directors of said Commission in its ordinary session held on March 15, 2018, and the considerations that were exposed in this resolution, revokes the authorization to operate as a credit union, granted to Union de Credito Agroindustrial, S.A. de C.V., through office 601-11-1216, dated October 30, 1986, which was modified through the different DGA 709-13709, dated May 16, 2002.

SECOND. From the date of notification of this resolution, Union de Credito Agroindustrial, S.A. de C.V., is unable to conduct operations and will enter a state of dissolution and liquidation, in accordance with what is provided in article 99 of the LUC.

THIRD. Based on the provisions of articles 110, section II, of the LUC and 19 of the LCNBV, the Union de Credito Agroindustrial, S.A. de C.V. must accredit before this Commission, within a term of 60 business days following the publication of this resolution in the Official Journal of the Federation, the designation of the corresponding liquidator.

FOURTH. Based on what is provided in article 99 of the LUC, register this office in the corresponding Public Commerce Registry and publish it in the Official Journal of the Federation.

FIFTH. Based on what is established in the penultimate paragraph of article 16 of the LCNBV, in articles 4, sections I, section B and II, section B, subsection 26), 9 and 12 of the Internal Regulations of the National Banking and Securities Commission, published in the Official Journal of the Federation on November 12, 2014; as well as 51 of the Agreement by which the President of the National Banking and Securities Commission delegates Powers to the Vice Presidents, General Directors and Assistant General Directors of said Commission, published in the Official Journal of the Federation on November 30, 2015, updated with the reforms published in said Journal on December 14, 2016, and in terms of what is ordered in the

Twenty-Seventh Agreement, adopted by the Board of Directors of said Commission in its ordinary session held on March 15, 2018, delegates indistinctly to the public servants of this Commission,

Karla Patricia Montoya Gutiérrez, María Isabel Almaráz Guzmán, Josué Martínez Rocha, Mariana Vázquez

Bracho García, Ivonne Marcela López Franco, Melissa Fernanda Portillo Valdepeña, José Luis García

González, Angel Jonathan García Romo, Manuel Erwin Vásquez Rafael, Alberto Erick Méndez Medina, Juan

Carlos Macías Luna, Luis Antonio Rodríguez Rodríguez, José Alberto Jiménez Rosales, Rogelio García

Martínez, Rosa Cristina Avalos Gutiérrez, David Rodrigo Mejía Ríos, Lourdes Andrea Chavero Gaitan, Cesar

Javier Jiménez Ramírez, José Luis Moreno Martínez, Tania Patricia Morales Reyes, Mariana Cecilia Luna

Rivera and Francisco Godínez Ayala, the charge of notifying, jointly or separately, this notice

by which compliance is given to the agreement adopted by the Board of Directors of said Commission.

The foregoing is made known to you based on what is provided in Articles 16, fraction VI, and

penultimate paragraph, of the National Banking and Securities Commission Law and 12 of the Internal Regulations of the

National Banking and Securities Commission, as well as in terms of the Twenty-Sixth Agreement, adopted by the

Board of Directors of said Commission in its ordinary session held on March 15, 2018.

Thus, the President of the National Banking and Securities Commission provided for it and signs in substitution due to

absence of the same, the Legal Vice President of the National Banking and Securities Commission, with

basis on what is provided in Articles 4, fraction I, section A, fraction II, section A, subsection 7), 12 and 54

of the Internal Regulations of the National Banking and Securities Commission.

Sincerely

Mexico City, March 20, 2018. - The Legal Vice President, Edgar Manuel Bonilla del Ángel. -

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