Office Order revoking the authorization granted to Alta Servicios Financieros, S.A. de C.V., S.F.P., to operate as a Popular Financial Society

DOF: 15/09/2016

OFFICE ORDER revoking the authorization granted to Alta Servicios Financieros, S.A. de C.V., S.F.P., to operate as a Popular Financial Society.

A seal with the National Coat of Arms appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Banking and Securities Commission.- Legal Vice-Presidency.- General Litigation Directorate.- Office No. P-066/2016.

Alta Servicios Financieros, S.A. de C.V., S.F.P.

Calle Iglesia #2, Floor 13, Building E, Pedregal Princess, Colonia Tizapan, C.P. 01090, Álvaro Obregón Delegation, Mexico City, Mexico.

This National Banking and Securities Commission, based on the provisions of articles 37, fraction V, of the Savings and Popular Credit Law and 12, fraction V, of the National Banking and Securities Commission Law; as well as in accordance with the Agreements adopted by the Board of Directors of this Decentralized Body in its ordinary session held on August 19, 2016, and with the object of complying with said legal regulations, issues this resolution revoking the authorization granted to operate as a Popular Financial Society, which was previously granted to the company known as Alta Servicios Financieros, S.A. de C.V., S.F.P., according to the following:

BACKGROUND

1.

By office orders numbers 311-517807/2006 and 134-531932/2006, dated August 2, 2006, this National Banking and Securities Commission (CNBV) granted authorization to constitute and operate as a Popular Financial Society to Finsol, S.A. de C.V., S.F.P. (hereinafter FINSOL).

2.

By office orders numbers 311-48843/2012 and 123-2848/2012, dated October 30, 2012, this CNBV authorized Alta Servicios Inteligentes de Finanzas S.A. de C.V. to directly acquire 99.98% of the shares representing the social capital of FINSOL and, therefore, the control of that Popular Financial Society.

3.

Subsequently, by office orders numbers 311-12200/2013 and 123-727/2013, dated June 4, 2013, this Commission authorized the change of corporate name to Alta Servicios Financieros, S.A. de C.V., S.F.P. (hereinafter ALTA).

4.

By office order 123/1034/2015, dated May 28, 2015, ALTA was notified that as of that date an investigative visit would be conducted on that Society, which had the purpose "to review the operations, records and processes associated with: treasury, granting and collection of credit portfolio, inflow and outflow of resources from deposit capture, the companies belonging to the economic group of which that Popular Financial Society is a part, other companies or suppliers, the operations carried out for the integration of social capital and of its direct and/or indirect shareholders, as well as to review the application of the policies and guidelines of the governing bodies and collegiate bodies of that Popular Financial Society".

5.

By office order 123/100715/2016, dated January 15, 2016, and based on the provisions of articles 47, 118, 120, 121, first paragraph, and 122 Bis, first and second paragraphs, of the Savings and Popular Credit Law; 19 of the National Banking and Securities Commission Law; and 1, 2, 43, 46 and 47 of the Supervision Regulations of the National Banking and Securities Commission, the General Directorate of Supervision of Popular Financial Societies requested ALTA, among other things, to provide weekly to this Commission (every Monday), from January 25, 2016 until June 30, 2016, the financial information required therein.

6.

By office orders numbers 311-111682/2016 and 123/100721/2016, dated January 15, 2016, this Decentralized Body approved ALTA's request, through writings dated October 28 and November 11, 2015, to modify the seventh clause of its corporate statutes, due to the increase in the minimum fixed social capital by the amount of $13,100,000.00 M.N., as a consequence of the resolutions adopted by the shareholders of that Society in the extraordinary general shareholders' meeting held on October 9, 2015, in order to regularize the contributions made during the 2013 fiscal year.

7.

By office orders numbers 311-111752/2016 and 123/100768/2016, dated February 5, 2016, this Commission approved ALTA's request, made through writings dated January 15, 20, and 22, 2016, to modify the seventh clause of its corporate statutes, due to the increase in the minimum fixed social capital by the amount of $10,000,000.00 M.N., as a consequence of the resolutions adopted by the shareholders of that Society in the extraordinary general shareholders' meeting held on January 15, 2016.

8.

By office orders numbers 311-111685/2016 and 123-100800/2016, dated February 17, 2016, this Commission, considering the writing received on December 7, 2015, and various complementary documents, presented by Financiera Mexicana para el Desarrollo Rural, S.A. de C.V., S.F.P. (hereinafter FINAMIGO) and ALTA jointly, authorized that, as a consequence of the merger agreed upon between said entities, the persons mentioned therein acquire shares representing the social capital of FINAMIGO; expressly stating that the same was subject to compliance with the requirements established by applicable regulations for the said merger to produce legal effects against third parties.

9.

By office orders numbers 311-111686/2016 and 123-100801/2016, dated February 17, 2016, this Decentralized Body, considering the writing received on December 7, 2015, and various complementary documents, approved the comprehensive reform of the corporate statutes of "FINAMIGO", which includes the increase of its social capital in its fixed part, as a consequence of the merger agreed upon by said entity and ALTA, on the terms agreed upon by the ordinary and extraordinary general meetings of "FINAMIGO" held on October 26, 2015, expressly stating that such approval was subject to compliance with the requirements established by applicable regulations for the said merger to produce legal effects against third parties, as well as to the formalization before a public notary and its registration in the corresponding Public Registry of Commerce.

10.

By writings dated March 8, 2016, presented to this Commission on the 9th of the same month and year, FINAMIGO and ALTA informed this Commission that they decided "to terminate the merger agreements celebrated ... and to terminate the merger process that had been followed between them ...".

11.

Due to the requirement made by this Commission through request No. 17 of March 2, 2016, during the course of the investigative visit ordered by office order 123/1034/2015, dated May 28, 2015, and conducted by this Decentralized Body on that Entity, on March 4, 2016, ALTA delivered the regulatory report "R21 A2111.- Capital Requirements for Risks", with data as of January 31, 2016.

12.

By office order 212/165395/2016, dated March 30, 2016, this Commission summoned ALTA to the administrative revocation procedure, granting it 10 days to manifest what it deemed appropriate for its rights, offer evidence, and formulate arguments, as it was allegedly located in the revocation cause provided for in fraction V of article 37 of the Savings and Popular Credit Law (hereinafter LACP).

13.

By office order 212/165396/2016, dated March 30, 2016, this Commission, based on article 37, first paragraph of the LACP, requested the Federation Fine Servicios, S.C., to issue an opinion regarding the possible revocation of the authorization granted to ALTA to organize and function as a popular financial society, due to the non-compliance with capitalization requirements in which ALTA had allegedly incurred.

14.

By writing dated March 30, 2016, presented before this Commission on April 4 of the same year, and addressed to various areas of this Decentralized Body, ALTA requested the revocation of its authorization to organize and function as a popular financial society, stating that this request attends to the fact that: "my represented party is seeking better alternatives, such as the sale and purchase of assets and subrogation of its liabilities by the Sociedad Financiera Mexicana para el Desarrollo Rural, S.A. de C.V., S.F.P., ... which would result in its integration".

15.

By writing dated April 14, 2016, received on the 15th of the same month and year, ALTA requested that the term granted to it to exercise its right to be heard be extended, regarding the summons to revoke its authorization to operate as a popular financial society.

16.

By writing presented on April 13, 2016, Fine Servicios, S.C., issued a favorable opinion regarding the revocation of the authorization granted to ALTA to organize and function as a popular financial society, in terms of the LACP.

17.

By office order 212/145401/2016, dated April 25, 2016, notified to said entity on the 27th of the same month and year, based on article 131, fraction I of the LACP, this Commission granted ALTA a 10-day business day extension to exercise its right to be heard, regarding the summons to revoke its authorization to operate as a popular financial society.

18.

From the records held in the files of this Commission, it is deduced that despite the term granted to said entity to exercise its right to be heard, regarding the summons to revoke its authorization to operate as a popular financial society, as well as the extension it requested, ALTA did not exercise it.

19.

By office order 311-112056/2016, dated May 17, 2016, the Heads of the General Directorates of Specialized Authorizations and of Supervision of Popular Financial Societies of this Commission communicated to ALTA, in relation to its writing of March 30, 2016, presented before the same on April 4, 2016, that: "in view that a revocation procedure of ALTA's authorization is underway as a consequence of the possible updating of the scenario contemplated by fraction V, of article 37 of the Savings and Popular Credit Law and on the other hand, that within the revocation causes provided for in the cited article, the request for revocation at the party's request is not contemplated, this Commission lacks the authority to attend to its request so that, in its case, the revocation of ALTA's authorization will be resolved within said administrative procedure".

20.

By memorandum DGSSFP-158/2016 of July 5, 2016, the General Directorate of Supervision of Popular Financial Societies of this Commission made known that on April 7, 2016, the "Asset Purchase Contract" celebrated between ALTA and Sociedad Financiera Mexicana para el Desarrollo Rural, S.A. de C.V., S.F.P. was formalized.

21.

The Board of Directors of the National Banking and Securities Commission, analyzing all and each of the BACKGROUND referred to in this chapter, in its ordinary session held on August 19, 2016, agreed as follows:

"TENTH.- The members of the Board of Directors, based on article 12, fraction V of the National Banking and Securities Commission Law, taking into consideration the favorable opinion issued by the Sanctions Committee of the National Banking and Securities Commission, in its session held on July 15, 2016, unanimously agreed to revoke the authorization granted by office order numbers 311-517807/2006 and 134-531932/2006 dated August 2, 2006, to organize and function as a popular financial society, to the company known as Alta Servicios Financieros, S.A. de C.V., S.F.P., so that in accordance with the Savings and Popular Credit Law, its dissolution and liquidation shall proceed, in the terms contained in the Resolution attached to the corresponding note and which forms part of this Agreement."

As a result of the above, the legal provisions that support said agreement are referred to below, as well as the motives and reasons by virtue of which it was resolved to revoke the authorization granted to operate as a popular financial society at the time to that company known as "Alta Servicios Financieros S.A. de C.V., S.F.P", according to the following:

CONSIDERING

FIRST. Based on the provisions of articles 9 and 37, fraction V, of the LACP, in relation to what is established in article 12, fraction V, of the National Banking and Securities Commission Law, the Board of Directors of this Decentralized Body is authorized to authorize the constitution and operation of Popular Financial Societies and, if applicable, to agree on the revocation of said authorizations.

SECOND. That in terms of what is provided in article 37 of the LACP, this Commission, after having heard the opinion of the respective Federation and prior to the hearing of the interested popular financial society, may declare the revocation of the authorization granted, in the cases referred to therein, among which is that established in fraction V, which for prompt reference is indicated below:

"Article 37.- The Commission, after having heard the opinion of the respective Federation and prior to the hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted in accordance with Article 9 of this Law, as applicable, in the following cases:

...

V. If it does not comply with the capitalization requirements established in accordance with Article 116, fraction VI, of this Law and the provisions to which said provision refers;

...".

THIRD. That this Commission through office order 212/165395/2016, dated March 30, 2016, cited in numeral 12 of the BACKGROUND section of this resolution, fully complied with what is provided in articles 37, first paragraph and 131, fraction I, of the LACP, in relation to what is established in numeral 62 of the Supervision Regulations of the National Banking and Securities Commission, by granting ALTA a period of ten business days counted from the business day following that in which the notification thereof took effect, so that in exercising its right to be heard it could manifest what it deemed appropriate for its rights, offer evidence, and formulate arguments, in relation to the cause for revocation of its authorization to operate as a Popular Financial Society in which it was allegedly found located, which is provided for in fraction V of article 37 of the aforementioned legal instrument.

Furthermore, attending to the express request of said entity and based on what is provided in fraction I, of article 131 of the LACP and 63 of the Supervision Regulations of the National Banking and Securities Commission, this Decentralized Body through office order 212/145401/2016, dated April 25, 2016, granted ALTA an extension of 10 business days so that in exercising its right to be heard it could manifest what it deemed appropriate for its rights, offer evidence, and formulate arguments, in relation to the cause for revocation of its authorization to operate as a Popular Financial Society in which it was allegedly found located.

On the other hand, in compliance with what is provided in the first paragraph of article 37 of the LACP, this Decentralized Body through office order 212/165396/2016, dated March 30, 2016, requested the Federation Fine Servicios, S.C., to issue an opinion regarding the cause for revocation of the authorization granted to operate as a Popular Financial Society at the time to ALTA, which was issued favorably by said Federation through a writing dated April 13, 2016.

FOURTH.

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, and especially (I) the summons office order 212/165395/2016, dated March 30, 2016, (II) the writing presented by ALTA before this Commission on April 15, 2016, as well as (III) the opinion issued by the Federation Fine Servicios, S.C., through a writing dated April 13, 2016, it is determined that the cause for revocation for which that Society was summoned is met.

The above is so, since through office order 212/165395/2016, dated March 30, 2016, this Commission summoned ALTA to revoke its authorization to operate as a popular financial society in attention to the fact that it allegedly incurred in the following:

"NON-COMPLIANCE WITH THE CAPITALIZATION REQUIREMENT FOR CREDIT AND MARKET RISKS

During the development of the investigative visit currently being conducted on ALTA, in compliance with office order 123/1034/2015 of May 29, 2015, referenced in antecedent III of this summons, said Entity was required, through information request number 17 of March 2, 2016, to deliver to this Commission the regulatory report "R21 A2111.- Capital Requirements for Risks", with data as of January 31, 2016, which, after making the accounting adjustments proposed by the independent external auditor of said Entity, derived from its audit opinion on the financial statements thereof, was duly delivered by the Society.

Now well, from the review carried out on the aforementioned regulatory report corresponding to the month of January 2016, it was observed that said Society does not comply with the capitalization index of at least 100% of the credit and market risks it incurs, to which it is obligated in terms of what is provided in subsection 3) of fraction I, and fraction III of article 67 of the General Provisions applicable to savings and credit entities, integration bodies, community financial societies and rural financial integration bodies, referred to by the Savings and Popular Credit Law (hereinafter Provisions).

The above, in view that the operations giving rise to the capital requirements for risk were celebrated with persons other than those indicated in subsections a) and b) of fraction I of article 67 of the aforementioned Provisions, which provides:

"Article 67.- Entities, for the determination of capital requirements for credit risk, must adhere to the following procedure:

I. Classification of operations.

Entities must classify their assets and operations that generate contingent liability, according to the credit risk and counterparty risk of the operation regardless of the underlying asset, into any of the following groups:

a) Group 1. Cash; securities issued or guaranteed by the Federal Government; credits to the Federal Government or with express guarantee of the Federal Government itself and contingent operations carried out with the persons indicated in this subsection; as well as other operations where the counterparty of the Entities is any of the persons mentioned in this group.

b) Group 2. Deposits, securities and credits issued by or guaranteed or guaranteed by credit institutions and brokerage houses; credits and securities issued by or guaranteed or guaranteed by public trusts constituted by the Federal Government for economic development; securities and credits issued by decentralized bodies of the Federal Government; as well as other operations where the counterparty of the Entities is any of the persons mentioned in this group.

c) Group 3. Credits, securities and other assets that generate credit risk, where the counterparty of the Entities is different from the persons mentioned in the groups provided for in the previous subsections a) and b).

...

III. Calculation of the requirement.

Net capital requirements will be determined by applying 8 percent to the sum of their assets and other operations, weighted as follows:

GROUPS

RISK WEIGHTING PERCENTAGE

1.

0%

2.

20%

3.

100%

...".

(Emphasis added)

Thus, since the net capital of the Entity according to the cited regulatory report corresponds to (-)$16,390,104 and the amount of the capital requirement for credit and market risks it incurs amounts to $3,427,788 in terms of what is provided in the aforementioned article 67 of the Provisions, it is deduced that the Entity presents a capitalization index of (-)478% in relation to the total of its assets weighted by risk, as shown in the following table:

Concept | January 2016
(1) Shareholders' Equity | $38,950,830
(2) Deferred tax assets | $9,622,360
(3) Other intangibles recorded in shareholders' equity or income statement | $41,083,858 (4) Credits granted and other operations carried out in contravention of applicable provisions. | $4,634,716 I Net Capital: (1) - (2) - (3) - (4) | -$16,390,104 (a) Total assets weighted by risk | $40,623,488 (b) Credit risk requirement: (a) x 8% | $3,249,879 (c) Market risk requirement: 1% of the Net Portfolio (*) Net credit portfolio net of provisions for credit risks: $17,790,883. | $177,909 II Total Capital Requirement for Risks: (b + c) | $3,427,788 Capitalization Index (I / II) | -478% Net Capital Insufficiency (I - II) | -$19,817,892

For the above, it is concluded that the net capital of said Society (-$16,390,104) is insufficient to face the credit and market risks in which the Entity itself incurs ($3,427,788), since in accordance with applicable regulations, the net capital must be at least equivalent to 100% of the amount obtained from the sum of the amounts corresponding to credit and market risks, being that according to what is stated, the current capitalization index of said society is -478%.

Such situation contravenes what is provided in article 116, fraction VI, of the LACP, in relation to what is established in articles 66, first paragraph, 67, fraction III, and 68, first paragraph, of the Provisions, which for prompt reference are transcribed below:

"Article 116.- The Commission will issue minimum prudential regulation guidelines to which Popular Financial Societies must adhere in the following matters:

...

VI. Capitalization requirements applicable based on credit risks and, if applicable, market risks;

...".

"Article 66.- Entities must maintain a net capital in relation to the credit and market risks they incur in their operation, which cannot be lower than the capital requirements established in this Section. For such purposes, operations must be valued in accordance with the Accounting Criteria for Savings and Credit Entities that correspond to them to apply in accordance with what is provided by the respective Section of Chapter V of the present Title.

...".

"Article 67.- Entities, for the determination of capital requirements for credit risk, must adhere to the following procedure:

I. Classification of operations.

Entities must classify their assets and operations that originate contingent liabilities, according to the credit and counterparty risk of the operation, regardless of the underlying asset, into one of the following groups:

a) Group 1. Cash; securities issued or guaranteed by the Federal Government; credits to the Federal Government or with express guarantee from the Federal Government itself and contingent operations carried out with the persons indicated in this subsection; as well as other operations where the counterparty of the Entities is one of the persons mentioned in this group.

b) Group 2. Deposits, securities and credits owed by or guaranteed or endorsed by credit institutions and brokerage houses; credits and securities owed by or guaranteed or endorsed by public trusts constituted by the Federal Government for economic development; securities and credits owed by decentralized agencies of the Federal Government; as well as other operations where the counterparty of the Entities is one of the persons mentioned in this group.

c) Group 3. Credits, securities and other assets that generate credit risk, where the counterparty of the Entities is different from the persons mentioned in the groups provided in subsections a) and b) above.

...

III. Calculation of the requirement.

Net capital requirements will be determined by applying 8 percent to the sum of their assets and other operations, weighted according to the following:

GROUPS

RISK WEIGHTING PERCENTAGE

1.

0%

2.

20%

3.

100%

...

"Article 68.- The capital requirement for market risk will be that obtained by applying 1 percent to the total amount resulting from the sum of the credit portfolio granted by the Entities, net of the corresponding preventive estimates for credit risks, and the total of investments in securities.

...

The foregoing, notwithstanding that by official letters 311-111682/2016 and 123/100721/2016 of January 15, 2016, as well as 311-111752/2016 and 123/100768/2016 of February 5, 2016, modifications to its corporate bylaws were authorized due to increases in the minimum fixed social capital by the amounts of $13,100,000.00 M.N. and $10,000,000.00 M.N., respectively, as a consequence of the resolutions adopted by the shareholders of that Society in the extraordinary general shareholders' meetings held on October 9, 2015, and January 15, 2016, as referred to in the background marked with numerals IX and X of this summons.

It should be noted that, in accordance with the content of the letters of March 8, 2016, referred to in background XIII of this official letter, the merger that was intended to be carried out between FINAMIGO and ALTA will not take place, for the reasons set forth in the body of the aforementioned communications.

Under the aforementioned conditions, given that ALTA does not comply with the capitalization requirements established in accordance with the provisions of article 116, section VI, of the LACP, in relation to what is established in articles 66, 67 and 68 of the Provisions, it could be located in the revocation assumption established in section V of article 37 of the LACP ...

Under the aforementioned conditions, it is fair to say that this Deconcentrated Body summoned ALTA for allegedly not complying with the capitalization requirements it is obliged to maintain, in observance and strict compliance with the provisions of articles 116, section VI, of the LACP, as well as 66, 67 and 68 of the General Provisions applicable to popular savings and credit entities, integration bodies, community financial societies and rural financial integration bodies, referred to in the Popular Savings and Credit Law (hereinafter Provisions), given that according to the figures reported by the society itself as of January 31, 2016, its net capital (-$16,390,104) is insufficient to face the credit and market risks it incurs ($3,427,788), since net capital must be at least equivalent to 100% of the amount obtained from the sum of the amounts corresponding to credit and market risks, with ALTA's capitalization index on that date being -478%.

To this effect, it should be noted that the aforementioned official letter 212/165395/2016, of March 30, 2016, was duly notified to ALTA on April 1, 2016, as stated in the acknowledgment of receipt of the said official letter, from whose simple reading the legend "Received Original. Diana Elizabeth Jacintos Ortíz. April 1, 2016" and the autograph signature of said person, who is the legal representative of said society, is evident, as well as in the circumstantial act drawn up on that same date, in which it was recorded that the aforementioned representative received the said summons official letter in conformity and accredited her personality in terms of public deed number 49368 of October 8, 2015, issued by Licenciado Jesús Zamudio Rodríguez, Public Notary number 45 of the State of Mexico.

The foregoing is confirmed by the fact that by letter of April 14, 2016, Ms. Diana Elizabeth Jacintos Ortíz, in her capacity as legal representative of ALTA, requested this Commission to grant an extension regarding the "term granted to us to respond to the reference official letter", that is, official letter 212/165395/2016, of April 30 of the current year, by virtue of which this Commission summoned ALTA to revoke its authorization to operate as a popular financial society, authorizing for the purpose of said procedure, among other persons, Ms. Raquel Elizabeth González Soto.

Thus, in response to ALTA's request, by official letter 212/145401/2016, of April 25, 2016, this Commission, based on the provisions of articles 131, section I, of the LACP and 63 of the Supervision Regulations of the National Banking and Securities Commission, granted said society a period of 10 business days following the day on which the notification of said communication took effect, so that by means of a letter addressed to the General Litigation Directorate of this Deconcentrated Body, it could state what was in its right, offer evidence and formulate allegations, in relation to the cause for revocation of its authorization to operate as a popular financial society, in which it was allegedly found.

It is the case that the aforementioned official letter by which ALTA was granted an extension for the exercise of its right to a hearing, in relation to the summons official letter to revoke its authorization to operate as a popular financial society, was notified to said society through a person expressly authorized for that purpose on April 27, 2016, as stated in the acknowledgment of receipt of the said official letter, from whose simple reading the legend "Received original April 27, 2016 Raquel Elizabeth González Soto", and the autograph signature of said person, is evident, as well as in the circumstantial act drawn up on that same date, in which it was recorded that, after corresponding identification, the aforementioned person received the said official communication in conformity.

Given the above, it is fair to say that if official letter 212/145401/2016, of April 25, 2016, was notified to ALTA on the 27th of the same month and year, said notification took effect on the next business day, that is, the 28th of the same month and year, in accordance with the provisions of section I of article 158 of the LACP and, therefore, the 10 business days granted as an extension ran from April 29, 2016, to May 13 of the same year (given that May 5, 2016, was a non-working day for the Federal Public Administration).

However, after having carried out an exhaustive review of the records held by this Commission and despite having granted ALTA a period of 10 business days to exercise its right to a hearing, in relation to the cause for revocation contained in the summons official letter to revoke its authorization to operate as a popular financial society, as well as an additional extension of 10 business days, to date there is no record that said Society has responded to the referred official letter, much less that it has provided any document by virtue of which it would refute the cause for revocation in which it was allegedly found.

Notwithstanding the foregoing, it should be noted that by letter of March 30, 2016, signed by Mr. Salvador Abascal Álvarez, in his capacity as legal representative of ALTA and presented to this Commission on April 4 of the same year, said person requested the General Directorates of Specialized Authorizations and Supervision of Popular Financial Societies "that my represented entity be revoked the authorization to operate as a Popular Financial Society that was granted to it by this H. Commission, under the name of Financiera Popular Finsol S. A (sic) de C.V. (FINSOL) ... and also that official letters 31112200/2013 and 123-727/2013, dated June 4, 2013, by means of which it was empowered to act as a popular financial society, under the Popular Savings and Credit Law, under the name of Alta Servicios Financieros S.A. de C.V., S.F.P., be rendered without effect", indicating that the aforementioned request was due to the fact that Alta "is in search of better alternatives, such as the sale of assets and subrogation of its liabilities by the Society 'Financiera para el Desarrollo Rural, S.A. de C.V., S.F.P.' (FINAMIGO), which would result in its integration".

In view of the content of the aforementioned letter, ALTA's manifest intention not to continue with the authorization to operate as a popular financial society, which was granted to it at the time, is evident, given that it requested its revocation, which is valued as an express declaration of will in terms of the provisions of articles 95, 96, 199 and 200 of the Federal Code of Civil Procedures, directly applicable to the present in terms of the provisions of article 129, last paragraph, of the LACP; without implying that this revocation is issued at the request of the Entity, as such a case does not exist in the regulations.

On the other hand, by letter of April 11, 2016, the Federación Fine Servicios S.C., issued the opinion requested by this Commission by official letter 212/165396/2016, of March 30, 2016, in the following terms:

"Basis for the Favorable Opinion for the Revocation of the Authorization for Alta Servicios Financieros S.A. de C.V., S.F.P., to cease operating as a Popular Financial Society.

...

1.

According to the auxiliary supervision work that the Auxiliary Supervision Committee of FINE Servicios, S.C., carries out for the Society, it has been identified that it fails to comply with the capitalization requirement for credit and market risks that its operation has generated, with figures as of January 31, 2016; one of the reasons being the outflow of 10 million pesos from the capital account called contributions for future capital increases, resources that were used to pay 19 ALTA depositors, both capital and generated interest, a decision that was agreed upon in the extraordinary general shareholders' meeting, held on October 9, 2015, (sic) Additionally, the Society continued to generate increasing net losses at the end of each month, as its credit portfolio has been decreasing and therefore revenues are lower, in addition to its administrative and promotion expenses having increased in a greater proportion since past months.

The non-compliance with the capitalization requirement for credit and market risks generated by its operation, with figures as of January 31, 2016, with net capital lower than the total risk capital requirements, is shown below:

Concept

January

2016

( 1 ) Shareholder Equity

$38,950,830

( 2 ) Deferred tax assets

$9,622,360

( 3 ) Other deferred intangibles in shareholder equity or income statement

$41,083,858

( 4 ) Credits granted and other operations carried out in contravention of applicable provisions.

$4,634,716

I Net Capital: (1 ) - ( 2 ) - ( 3 ) - (4)

-$16,390,104

( a ) Total risk-weighted assets

$40,623,488

( b ) Credit risk requirement: ( a ) x 8%

$3,249,879

( c ) Market risk requirement: 1% of Net Portfolio (*)

Net credit portfolio after credit risk provisions: $17,790,883.

$177,909

II Total Capital Requirement for risks: ( b + c )

$3,427,788

Capitalization Index (I / II)

-478.15%

Net Capital Insufficiency (I - II)

-$19,817,892

According to the table above, ALTA fails to comply with the provisions of Article 116, section VI, of the Popular Savings and Credit Law, in relation to what is established in the prudential regulation applicable to ALTA contained in Articles 66, 67 and 68 of the Provisions.

2.

In accordance with the foregoing, ALTA is subject to a cause for revocation of the authorization to operate as a Popular Financial Society established in Article 37, section V of the Popular Savings and Credit Law.

"ARTICLE 37.- The Commission, after having heard the opinion of the respective Federation and prior hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted in accordance with Article 9 of this Law, as appropriate, in the following cases:

V. If it fails to comply with the capitalization requirements established in accordance with the provisions of Article 116, section VI, of this Law and the provisions to which said precept refers;

3.

The administrators and shareholders of ALTA, through their Legal Representative Salvador Abascal Álvarez, have presented to the CNBV in a first instance a Merger agreement with Financiera Mexicana para el Desarrollo Rural, S.A. de C.V. S.F.P., in said agreement ALTA would be extinguished and Financiera Mexicana para el Desarrollo Rural, S.A. de C.V. S.F.P. would subsist, subsequently both Societies desist from the Merger, a situation that has been notified to the National Banking and Securities Commission, notwithstanding the foregoing, they have informed said authority of the agreement for an asset purchase and liability subrogation contract between the same Societies, that is, between ALTA as the selling party and Financiera Mexicana para el Desarrollo Rural, S.A. de C.V. S.F.P., as the buying party, in order to protect and comply with the obligations with ALTA's savers and to take advantage of and continue the market and infrastructure created by ALTA.

4.

By letter presented to the CNBV on April 4, 2016, ALTA's Legal Representative requests that the authorization for his represented entity to continue operating as a Popular Financial Society be revoked."

Under such conditions, it is fair to state that the Federación Fine Servicios S.C., issued a favorable opinion to this Commission regarding the cause for revocation in which ALTA was found, indicating that:

I.

According to the auxiliary supervision work that the relevant Committee of that federation carried out for ALTA, it "fails to comply with the capitalization requirement for credit and market risks that its operation has generated, with figures as of January 31, 2016", coinciding with the figures and amounts stated therein with those indicated in the summons official letter of March 30, 2016, referred to in numeral 12 of the background section of this resolution;

II.

According to the information they have, ALTA is subject to a cause for revocation of the authorization to operate as a Popular Financial Society established in Article 37, section V of the LACP;

III.

It is aware that ALTA and Financiera Mexicana para el Desarrollo Rural, S.A. de C.V. S.F.P. desist from the Merger they had initially agreed upon, notwithstanding which, they have reported the celebration of an agreement consisting of an asset purchase and liability subrogation contract between the same Societies, in order to protect and comply with the obligations with ALTA's savers and to take advantage of and continue the market and infrastructure created by ALTA; and

IV.

It is aware that ALTA's Legal Representative requested the CNBV to revoke the authorization for his represented entity to continue operating as a Popular Financial Society.

Thus, it is fair to conclude that in accordance with the information held by this Commission, stated in the summons official letter, and that indicated by the Federación Fine Servicios S.C., at the time of issuing the corresponding opinion, with figures as of January 31, 2016, ALTA is in non-compliance with the capitalization requirement for credit and market risks and, therefore, in contravention of the provisions of article 116, section VI, of the LACP, in relation to what is established in numerals 66, 67 and 68 of the Provisions.

The foregoing, concatenated with the fact that said society did not exercise its right to a hearing and, therefore, did not issue any consideration tending to refute the cause for revocation for which it was summoned, much less offered any element of conviction by virtue of which it would discredit said circumstance, leads this Commission to the conviction that the cause for revocation for which Alta Servicios Financieros S.A. de C.V., S.F.P. was summoned has been actualized.

If that were not enough, as an additional element that supports the conclusion reached by this Deconcentrated Body, the fact is evident that by letter of March 30, 2016, said society expressly requested various areas of this Commission the revocation of its authorization to operate as a popular financial society, indicating as the reason for said request the fact that "it is in search of better alternatives, such as the sale of assets and subrogation of its liabilities by the Society 'Financiera para el Desarrollo Rural, S.A. de C.V., S.F.P.'", which is consistent with what was stated by the Federación Fine Servicios S.C., in numeral 3, of the opinion it issued regarding the revocation in question, in the sense that they are aware of the "agreement for an asset purchase and liability subrogation contract between the same Societies, that is, between ALTA as the selling party and Financiera Mexicana para el Desarrollo Rural, S.A. de C.V. S.F.P., as the buying party, in order to protect and comply with the obligations with ALTA's savers and to take advantage of and continue the market and infrastructure created by ALTA".

Under the aforementioned conditions, it is necessary to point out that in terms of what is established in section II of article 131 of the LACP, in case the alleged infringer does not exercise the right to a hearing within the granted period or, having exercised it, fails to refute the imputations made against it, the imputed infractions will be deemed proven and the corresponding administrative sanction will be imposed. For quick reference, the relevant part of the aforementioned legal precept is transcribed below:

"Article 131.- The Commission, in the imposition of administrative sanctions referred to in this Law, shall be subject to the following:

...

II. In case the alleged infringer does not exercise the right to a hearing referred to in the previous section, within the granted period or, having exercised it, fails to refute the imputations made against it, the imputed infractions will be deemed proven and the corresponding administrative sanction will be imposed;

..."

Therefore, since ALTA did not exercise the right to a hearing granted to it in terms of the provisions of articles 37 and 131, section I, of the LACP, it is affirmed that in compliance with the aforementioned provision, this Deconcentrated Body deems the infractions imputed to said society proven, specifically, the non-compliance with the capitalization requirement for credit and market risks that its operation has generated, with figures as of January 31, 2016, and consequently the cause for revocation for which it was summoned.

Thus, having actualized and proven the infraction imputed to ALTA, the appropriate action is to impose the corresponding administrative sanction, that is, to revoke its authorization to operate as a popular financial society. The following criterion applies to the foregoing:

"Era: Ninth Era

Record: 185049

Instance: Collegiate Circuit Courts

Type of Thesis: Isolated

Source: Judicial Weekly of the Federation and its Gazette

Volume XVII, January 2003

Subject(s): Administrative

Thesis: XIV.2o.71 A

Page: 1868

ADMINISTRATIVE SANCTION. ONCE THE INFRACTION IS ACTUALIZED, THE AUTHORITY IS OBLIGED TO IMPOSE IT, AS IT DOES NOT ENJOY DISCRETION IN THIS REGARD. Discretion only exists when the law grants the authority a wide field of appreciation to decide when and how to act, or even to freely determine the content of its possible action, from which it is concluded that the authority does not enjoy discretionary powers when dealing with infractions of the law, since once actualized, it is legally obliged to impose the corresponding sanction, since, to act otherwise, impunity would be generated by leaving it to its discretion to determine whether the governed party must comply or not with legal imperatives, which is legally inadmissible.

SECOND COLLEGIATE COURT OF THE FOURTEENTH CIRCUIT.

Direct Amparo 191/2002. Joaquín Pacheco Medina. May 31, 2002. Unanimous vote. Speaker: Alfonso Gabriel García Lanz, court secretary authorized by the Judicial Career Commission of the Federal Judiciary Council to perform the functions of Magistrate. Secretary: Leticia Evelyn Córdova Ceballos."

Finally, since ALTA did not exercise its right to a hearing and, therefore, did not present any element of conviction tending to refute the cause for revocation imputed to it, this authority is not in a position to evaluate any evidence, especially if we consider that in terms of the provisions of article 129 of the LACP "in the administrative procedures provided for in this Law, relevant evidence will be admitted with the acts subject to the procedure, provided that they are offered within the period for the exercise of the right to a hearing".

FIFTH. In view of the content of all and each of the documents referred to in the BACKGROUND chapter of this resolution, as well as the reasons set forth in the immediately preceding consideration, it is determined that the grounds for revocation for which that entity was summoned persist, namely, that ALTA has failed to comply with the capitalization requirement for credit and market risk, in contravention of what is provided in Article 116, fraction VI, of the LACP, as well as Articles 66, 67, and 68 of the Provisions, and consequently, it is placed under the grounds for revocation provided in fraction V of Article 37 of the aforementioned LACP, which is referred to below:

"ARTICLE 37.- The Commission, after having heard the opinion of the respective Federation and prior to the hearing of the interested Popular Financial Society, may declare the revocation of the authorization granted in accordance with Article 9 of this Law, as applicable, in the following cases:

...

V. If it does not comply with the capitalization requirements established in accordance with what is provided by Article 116, fraction VI, of this Law and the provisions to which said precept refers;

..."

Based on the foregoing, the National Banking and Securities Commission, prior to the agreement of its Board of Directors in its ordinary session held on August 19, 2016:

RESOLVES

FIRST.- This Decentralized Body, based on the provisions of Articles 37, fraction V, of the Savings and Popular Credit Law and 12, fraction V, of the Law of the National Banking and Securities Commission; and in accordance with Agreement DECIMO, adopted by the Board of Directors of said Commission in its ordinary session held on August 19, 2016, and the considerations set forth in this Resolution, revokes the authorization granted for the organization and functioning as a popular financial society, which was at the time granted to Sociedad Financiera Popular Finsol, S.A. de C.V., S.F.P., through notice 311-517807/2006 and 134-531932/2006, of August 2, 2006, which at the time was modified through notice 311-12200/2013 and 123-727/2013 of June 4, 2013, to the effect of changing its corporate name to be known as Alta Servicios Financieros S.A. de C.V., S.F.P.

SECOND.- From the date of notification of this resolution, Alta Servicios Financieros S.A. de C.V., S.F.P., is unable to carry out operations and will be placed in a state of dissolution and liquidation, in accordance with what is provided in Article 37 of the Savings and Popular Credit Law.

THIRD.- Based on the provisions of Articles 37 and 122-Bis of the Savings and Popular Credit Law, as well as Article 19 of the Law of the National Banking and Securities Commission, Alta Servicios Financieros S.A. de C.V., S.F.P., must demonstrate to this Commission, within a period of 60 business days following the publication of this resolution in the Official Gazette of the Federation, that the appointment of the corresponding liquidator was carried out in accordance with what is established in fraction IV of Article 96 of the Savings and Popular Credit Law; in case of failure to do so, this Decentralized Body will promote before the competent judicial authority to appoint the liquidator and, if it finds an impossibility to carry out said liquidation, to order the cancellation of its registration in the corresponding Public Commerce Register, in accordance with what is established in Article 37 of the Savings and Popular Credit Law.

FOURTH.- This Resolution shall be notified to Alta Servicios Financieros S.A. de C.V., S.F.P.

FIFTH.- Based on what is provided in Article 37 of the Savings and Popular Credit Law, this notice shall be registered in the corresponding Public Commerce Register and published in the Official Gazette of the Federation as well as in two newspapers of wide circulation in the geographic area where the aforementioned Society operated.

SIXTH.- Based on what is established in the penultimate paragraph of Article 16 of the Law of the National Banking and Securities Commission, in relation to what is provided in Articles 4, 9, and 12 of the Internal Regulations of the National Banking and Securities Commission, published in the Official Gazette of the Federation on November 12, 2014; 6, last paragraph, and 29, fraction I, numeral 2), 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 Gazette of the Federation on November 30, 2015, and in terms of what is ordered in the Twelfth Agreement adopted by the Board of Directors of said Commission in its ordinary session held on August 19, 2016, it is delegated indistinctly to the public servants of this Commission, Karla Patricia Montoya Gutiérrez, María Isabel Almaraz Guzmán, Mariana Vázquez Bracho García, Ivonne Marcela López Franco, Angel Jonathan García Romo, José Luis García González, Luis Antonio Rodríguez Rodríguez, Juan Carlos Macías Luna, Alfredo Omar Morlan Fernández, José Alberto Jiménez Rosales, Rogelio García Martínez, Alberto Erick Méndez Medina, Rosa Cristina Ávalos Gutiérrez, Selene Saucedo García, and Tania Patricia Morales Reyes, 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 the provisions of Articles 16, fraction VI, and the penultimate paragraph, of the Law of the National Banking and Securities Commission and 12 of the Internal Regulations of the National Banking and Securities Commission, as well as in terms of the Twelfth Agreement adopted by the Board of Directors of said Commission in its ordinary session held on August 19, 2016.

Likewise,

based on the provisions of Articles 12 and 54 of the Internal Regulations of the National Banking and Securities Commission, published in the Official Gazette of the Federation on November 12, 2014, in substitution for the absence of THE PRESIDENT OF THE NATIONAL BANKING AND SECURITIES COMMISSION, the Legal Vice President of the National Banking and Securities Commission signs.

Sincerely,

Mexico City, September 6, 2016.- The Legal Vice President, Edgar Manuel Bonilla del Ángel.- Initial.

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