Perpetual Bond: Will SEBI Cave In to Pressure from Finance Ministry and Influential Stakeholders?
“There is a basic problem with perpetual bonds or perps; it is a finance 101 issue” says a top banker, explaining the controversy triggered last week over how these bonds have been valued since inception. 
 
On 10th March, the Securities and Exchange Board of India (SEBI) had taken another step forward in its belated attempt to protect investors after nearly Rs10,000 crore of bonds were wiped out, when the Reserve Bank of India (RBI) and State Bank of India (SBI) wrote off Rs8,415 crore of AT-1 (Additional Tier-1) bonds issued by Yes Bank as part of the bailout process, last year. Similar action was triggered in Lakshmi Vilas Bank (LVB) and Dewan Housing Finance Ltd (DHFL) bailouts, exposing several warts in the instrument. Even Infrastructure Leasing & Financial Services had issued perps.
 
Under global banking norms (Basel-III), banks and finance companies are permitted to issue AT-1 and Additional Tier-2 (AT-2) bonds, to shore up their equity capital. These bonds come under the generic nomenclature of ‘perpetual bonds’. So, they are essentially quasi-equity products, or worse; they were called bonds, and actively mis-sold as safe investments to retail investors, until the regulator finally woke up last year. 
 
As our columnist R Balakrishnan wrote on 16th March (Read: Perpetual Bonds: What Is Wrong with Them and How To Make Them Right), it is a misnomer to call these bonds, since they are ‘perpetual’, which means that there is no obligation to repay and only interest to service. In fact, there is no obligation to service the interest either, in times of financial difficulty. This means that the bonds are actually riskier than equity, as investors of failed institutions have found to their chagrin. 
 
As the banker quoted above says, this risky instrument is further ‘sweetened for the issuer, not the investor’ with a one-way call option after five years. This means, if interest rates go down, the issuer can exercise the call and buy back the bond; but if interest rates rise, the bonds can remain in perpetuity. There is no put option available to investors. The valuation of such bonds is complex; but our expert valuers, the notorious credit rating agencies, have been valuing perps as five-year paper based on the ‘call’ dates of the bonds. This gave perps a higher valuation than they deserved.
 
Such questionable ratings allowed mutual fund (MF) managers to stuff debt scheme portfolios with perpetual bonds in order to show a higher return. Although valuing perps is admittedly difficult, it is not as though the industry was unaware of risks. Bond market expert Rajendra Gill points out that it is simplistic and disingenuous for MFs to argue that “so far, all perps have been called by issuers, which is why it is fair to value them on yield-to-call basis,” especially when they have been written off in several cases. He also says, “As per my recollection, these bonds, globally, are valued not on a yield-to-call basis but on a yield-to-worst basis, which models the scenarios in which the issuer will not call the bond.” 
 
Shockingly, some fund houses even have perps in their short-term schemes based on the five-year call dates. But SEBI, which is still busy tinkering with regulations, hasn’t even got around to questioning the risk assessment, compliance and failure to meet fiduciary obligation by such schemes. Instead, the MF industry, as a group, is lobbying for a rollback of rules. 
 
Importantly, while SEBI and RBI were sleeping at the wheel, the Insurance Regulatory and Development Authority of India (IRDAI) was awake to the issue. “Do you know that IRDAI does not allow insurance companies to buy perps at all, and, if they do, they are considered part of equity,” says the banker quoted earlier. Does it mean that SEBI and RBI were deliberately quiet because the MF industry influences regulation? By the time SEBI started fixing regulatory gaps, Rs85,000 crore of perpetual bonds had been issued. Fund houses were big shoppers with Rs35,000 crore in their portfolios. As R Balakrishnan points out, there are nearly 400 issues of perpetual bonds in the market and some issuers are downright dodgy. 
 
The clean-up began in October 2020, after the Yes Bank debacle, and when SBI agents continued with the blatant mis-selling of these AT-1 (SEBI Restricts Retail Investors from Investing in Fresh AT1 Bond Issues of Banks) as equal to five-year fixed deposits with a yield pick-up and sovereign guarantee. Moneylife had exposed this at that time.
 
SEBI then announced new rules for issuance, listing and trading of perpetual instruments and protected retail investors by mandating a minimum trading lot and allotment of Rs1 crore. This still did not protect investors who trusted the “mutual fund sahi hai” slogan, because fund managers ignored valuation issues.
 
On 10th March, SEBI’s new circular placed strict caps and restrictions on investment in perpetual bonds effective 1st April, with a grandfathering clause for existing schemes. It fixed the faulty valuation by mandating that the maturity of bonds should be calculated at 100 years.
 
The finance ministry responded to this long overdue regulation with an astonishing ‘request’ to roll-back the ‘disruptive’ clause on valuation, because it would negatively impact the ability of banks to raise capital through these quasi-equity bonds. The ministry said there was no benchmark to value a 100-year maturity bond and SEBI’s move would dry up the market for these bonds. 
 
Does this mean that the ministry supports faulty valuation of bonds and the brazen mis-selling that inflicted losses on investors? Does it have no fiduciary responsibility to investors? Or is capital raising by public sector banks (PSBs) justification enough not to correct a wrong? Meanwhile, the banking regulator, whose action in Yes Bank triggered the clean-up, continues to remain silent.
 
What will SEBI do next? Rolling back the circular or even deferring the new investment caps and valuation norms from 1st April to 1st October could prove embarrassing for SEBI and be seen as anti-investor, given that Yes Bank investors are in court over the losses they suffered. So, the effort by powerful stakeholders, such as MFs, PSBs and their owner, the finance ministry, is to build consensus for a partial rollback.  
 
One suggestion is to introduce the new valuation in a phased manner, or ‘grandfather’ the mistakes in valuation. One editorial pushes for a solution that “neither damage(s) the prospects of bonds with special features nor leaves the prestige of the parties in tatters.” Why do we need to protect the prestige of those who failed to protect investors adequately?
 
Another suggestion which is perhaps under consideration is that, although future bonds will have to be valued at a 100-year maturity, the existing ones can be valued at a 40-year maturity—the longest dated government securities issued. Mr Gill points out that the valuation of these bonds must be on a ‘yield-to-worst’ basis.
 
Panic Selling?
The Association of Mutual Funds of India (AMFI), while paying lip service to correcting the ‘mispricing of risk’, claims that there could be panic selling in the secondary market, which is “reasonably active with regular trades in large and higher rated issuances.” Bankers say there is no liquidity for bonds and little scope for a market to develop in the near term because of the huge supply overhang. “Also, with interest rates moving up, the bonds will become truly perpetual as issuers are unlikely to call them if yields get closer to issued yield as they approach the call date,” says a source.
 
What the regulator decides will show how seriously it takes its fiduciary duty of investor protection.
 
 

Comments
kocharbipin61
7 months ago
SEBI has taken a very correct and balanced step on the valuations of perpetual debt. It should however also create a new class of debt mutual funds where no investment is made in these risky quasi-equity instruments.

To ensure that banks and NBFCs can continue to raise from these innovative Basel III instruments, banks should tap institutional investors like provident funds and development finance institutions and RBI should commit to subscribing to 40-50% of the issue.
mahesh_natani
7 months ago
The problem of perpetual bonds is really serious , the ministry of finance should not interfere in the working of SEBI who has rightly issued guidelines for valuation of these bonds in the interest of investors. According to a rough estimate , the market for AT1 type perpetual bonds is around Rs 90000 crores of which bonds worth around Rs 30000 crores are held by debt mutual funds. It seems the investors had not been warned by the sellers of these bonds about the risk associated with them
mahesh_natani
7 months ago
h
Kamal Garg
7 months ago
How come IRDAI became smarter than the combined intellectual force of SEBI, MFs, RBI and of course the GoI ?
sharmaorajesh
7 months ago
Simple two mathematical calculations - (a) valuing these bonds by the extant 5 year method presently used and
(b) valuing these bonds by the proposed 100 year maturity rule will show that the new method (b) leads to a MUCH higher valuation.
The existing method (a) of using the 5 year method is more conservative in the prevailing conditions !

Please supplement such articles with the maths. This will also bring out that IF and when the rate of interests begin to rise the holders of these perpetual bonds will face capital losses.
But than in the face of rising interest rates even the banks’ bond portfolios will lose much money - these perpetual bonds issued at low rates will cushion those losses !! And that is a great comfort .
Kamal Garg
Replied to sharmaorajesh comment 7 months ago
If the author has failed to supplement the article with maths, then, you are requested to supplement it with maths so that we all can understand the maths involved in it and the implications of it.
shirishag75
Replied to Kamal Garg comment 7 months ago
Kamal, he won't, nor any sane person would. Because what to price, how to price, when to call or not, everything is being in issuer's hands. And with the MF industry using Finance Ministry to do the wrong thing, you can very well see they will buckle tomorrow or the day after. The only good thing is a very small group of people may become alert to the risk of AT1 bonds. The rest will continue as it is. The MF industry has just too many skeletons in its graves, moneylife had thrown a spotlight on their bad practises much too often but they are often ignored. I am sure, sooner or later some pensioner's funds will again be tied into another fraud entity :(
ragup
7 months ago
It is clear from Moneylife's coverage that perpetual bonds are not in the interest of the investors. I don't understand why MFs go after such securities. Is it due to the pressure to show better returns? Investors mainly look at the returns and not the undue risks taken by the funds. It will be interesting to follow what happens next.
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