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“Two broader types of securities issued in the financial market of an economy are
Equity and Debts. Equity is a perpetual liability because it signifies an owner’s legal
claim after all liabilities are met, upon the assets of the entity in which the equity
share is held. Bonds are debt securities, in which the authorized issuer owes the
holders a debt and, depending on the terms of the bond, is obliged to pay interest (the
coupon) and/or to repay the principal at a later date, termed maturity. Depending on
the issuer of bonds, it can be classified as Govt. Securities, i.e. bonds issued by the
Central / State Govt. of an economy, and Corporate Bonds, i.e. bonds issued by
private and public corporations. Debt instruments can also be categorized in terms of
their maturity, nature of interest, special features embedded in it, etc. Short term debt
instruments, issued by the Central Govt. and by corporates, are respectively known as
Treasury Bills and Commercial Papers. Similarly, securities issued with a maturity of
more than one year are known as dated securities. The original maturity of a debt
security may range from 1 year to 30 years.”
When Governments, Financial Institutions, Companies, and other entities want to
raise long term finance, without diluting their shareholdings (or, indeed, when cannot
issue shares), they turn to the bond markets and can raise money without having to
pay it back maybe for decades.1 Corporate borrowers issue debt securities to meet
their financing requirement. The corporate bond market provides an alternative means
of long-term resources, an alternative to bank financing, to corporate. 2 The size and
growth of this market depend upon several factors, including financing patterns of
companies. A liquid corporate bond market can play a crucial role in supporting
economic development as it supplements the banking system to meet the requirements
of the corporate sector for long-term capital investment and asset creation.3
In simple words, The bond market (also debt market or credit market) is
a financial market where participants can issue new debt securities, known as
the primary market, or buy and sell debt securities, known as the secondary market.
1
Dr. Kedar Nath Mukherjee, Corporate Bond Market in India: Current Scope and Future Challenges, MPRA, 1,
1 (2012). Available at https://mpra.ub.uni-muenchen.de/42478/1/MPRA_paper_42478.pdf.
2
Ibid.
3
Ibid.
This is usually in the form of bonds, but it may include notes, bills etc. Corporate
Bonds are Bonds issued by private or public sector companies in order to borrow
funds from the market.
II. TYPES OF CORPORATE BONDS:
“A fixed-rate bond is a bond that pays the same level of interest over its entire
term. The benefit of owning a fixed rate bond is that investors know with
certainty how much interest they will earn and for how long. As long as the
bond issuer does not default or call in the bonds, the bondholder can predict
exactly what his return on investment will be. A key risk of owning fixed-rate
bonds is interest rate risk or the chance that bond interest rates will rise,
making an investor’s existing bonds less valuable.”
“For example, let’s assume an investor purchases a bond that pays a fixed rate
of 5%, but interest rates in the economy increase to 7%. This means that new
bonds are being issued at 7%, and the investor is no longer earning the best
return on his investment as he could.”
Zero Coupon Bonds (ZCBs) are issued at a discount to their face value and the
principal/face value is repaid to the holders at the time of maturity. Instead of
4
See: https://www.investopedia.com/terms/f/frn.asp (Last Visited on 27th March, 2020).
5
Supra 1.
paying any periodic coupons, the ZCB holder gets the price discount in the
beginning itself. Therefore, ZCBs are alternatively known as Deep Discount
Bonds.
“A bond may have an option (Call or Put) embedded in it, giving certain rights
to investors and/or issuers. The more common types of bonds with embedded
options are Callable bond, Puttable bond, and Convertible bond. Callable bond
gives the issuer the right to redeem or buy back them prematurely on certain
terms. The call option can be an American or a European option. The purpose
of such an option is to reduce the cost of the issuer in the regime of falling
interest rates. On the other hand, Puttable bond gives the investor the right to
prematurely sell them back to the issuer on certain predefined terms. Puttable
bond safeguards the interest of bondholders when interest rates rise in the
market. Convertible bonds, alternatively known as Hybrid Securities, give the
bondholder the right to convert them into equity shares on certain terms. Such
bond can be fully or partly convertible. In case of partly convertible, investors
are offered equity shares for the part which is redeemed and the other part
remains as a bond.”
E. Tax-Free Bonds:
Tax-free bonds are issued by a government enterprise to raise funds for a
particular purpose. One example of these bonds is the municipal bonds. They
offer a fixed interest rate and hence is a low-risk investment avenue. As the
name suggests, its most attractive feature is its absolute tax exemption as
per Section 10 of the Income Tax Act of India, 1961. Tax-free bonds generally
have a long-term maturity of ten years or more. The government invests the
money collected from these bonds in infrastructure and housing.6
F. Perpetual Bonds:
6
See: https://cleartax.in/s/tax-free-bonds (Last Visited 27th March, 2020 at 17:00 PM).
of equity, rather than debt. One major drawback to these types of bonds is that
they are not redeemable. However, the major benefit of them is that they pay a
steady stream of interest payments forever.
Bonds, usually for medium or long term, issued by the central Public Sector
Undertakings are very common in India and is known as PSU Bonds. These
bonds are supported by Govt. of India and therefore have a strong demand in
Indian market. PSU Bonds are mostly sold through Private Placements to the
targeted investors at market determined interest rates.
H. Junk Bonds:
Junk bonds are bonds that carry a higher risk of default than most bonds issued
by corporations and governments. A bond is a debt or promises to pay
investors interest payments and the return of invested principal in exchange
for buying the bond. Junk bonds represent bonds issued by companies that are
struggling financially and have a high risk of defaulting or not paying their
interest payments or repaying the principal to investors.7
7
See: https://www.investopedia.com/terms/j/junkbond.asp (Last Visited 27th March, 2020 at 15:30 PM).
8
See: https://www.money-zine.com/investing/investing/secured-and-unsecured-bonds/ (Last Visited 27 th March,
2020 at 19:15 PM).
9
Ibid.
As far as corporate bond market in India is concerned, there are several types of securities,
including fixed rate bond, floating rate notes, structures notes and others. The total number of
outstanding securities and the net amount outstanding in these several categories of corporate
bonds in different months are specified in table T-1. It is very clear from the table that there
is a dominance of fixed rate bonds in any of the months, but at the same time other securities
are also available in the market, but with a very less volume. Due to the complex nature of
structured notes, the volume of such instruments is comparatively very less, which may not
be the case in developed markets like US, Japan and Korea.
10
B.N, Dr. Shubha and Das, Dr. Rina, An Empirical Study on Corporate Bond Market in Indian Economy
(December 27, 2017). Available at SSRN: https://ssrn.com/abstract=3190887.
Based on these recommendations several reforms have been initiated by
Government of India (GoI), Reserve Bank India (RBI) and Securities and
Exchange Board of India (SEBI) for the development of corporate bond market in
India. The reforms undertaken by the GoI and RBI and SEBI are outlined as
follows:11
In 2006, for the development of corporate bond and securitisation markets, the
GoI accepted the Patil Committee recommendations and provided clarification
on issues of regulatory jurisdiction of the RBI and SEBI. SEBI becomes
responsible in case of corporate bond transactions in the primary market both
for public issues as well as the private placements. Similarly, RBI is
responsible for the transactions related to repo etc. But, if such trading takes
place on exchanges, in that case, the procedure of trading and settlement
would be decided by SEBI.
In 2011, GoI has announced infrastructure debt funds under the non-banking
financial company (NBFC) and Asset Management Company (AMC) route.
RBI has introduced Credit Default Swap (CDS) effective from December 1,
2011, to provide hedging opportunity for both residents and FIIs. In this year,
RBI also permitted NBFSs to set up infrastructure debt funds.
In 2013, RBI permitted short-term debt securities for corporate repo and CDS
for unlisted but rated corporate bonds even for issues other than infrastructure
companies. Also, in this year, inflation-indexed bonds were introduced by the
RBI.
In 2015, GoI notified new pattern of investment in equity and new instruments
such as Real Estate Investment Trust (REITs) and Infrastructure Investment
Trust (InvITs).
B. Legal Framework:
India is considered to be more “regulators-friendly” than to be “business-
friendly”. World Bank, in its Doing Business Report 2016 13, has placed India at
130 out of the 189 countries for ease of doing business. From recovery
perspective, the corporate bonds are deemed risky and the procedural requirement
is too lengthy. In case of resolving insolvency, the World Bank has placed India at
136 out of 189 countries.
Delay in resolving the dispute is a key hindrance for the financial entities looking
to invest in the corporate bonds. There is a need for a strong and faster process of
deciding insolvency, winding up and liquidation. The Sick Industrial Companies
Act led to the establishment of the Board of Industrial and Financial
Reconstruction for revival and rehabilitation of sick undertaking; however, the
success was limited. The Corporate Debt Restructuring scheme introduced by RBI
for the safety of money given by banks and financial institutions, this scheme had
mixed success. The Recovery of Debts Due to Banks and Financial Institutions
Act led to the establishment of Debt Recovery Tribunals were established to avoid
delays with courts in the enforcement for debt but unfortunately, the success was
very limited. In the year 2002, the SARFAESI Act was introduced for
enforcement of security interest without courts intervention and the success was
high. However, the need for a uniform code led to the enactment of the Insolvency
and Bankruptcy Code, 2016 - In case of Insolvency Resolution and Liquidation
for Corporate Persons - National Company Law Tribunal shall be the adjudicating
authority and for individuals and partnership firms - Debt Recovery Tribunal shall
be the adjudicating authority. The success of both the authorities will be
determined in the years to come.14
12
See: https://www.cnbctv18.com/views/budget-2020-why-bond-markets-are-going-to-love-it-5190041.htm
(Last Visited 27th March, 2020 at 22:00 PM).
13
See: http://www.doingbusiness.org/~/media/GIAWB/Doing%20Business/Documents/AnnualReports
/English/DB16-Full-Report.pdf
14
Vinod Kothari, Corporate bond market: Never ending issues and challenges!!, See: http://vinodkothari.com
/wp-content/uploads/2017/03/Corporate_bond_market-1.pdf.
IV. STRUCTURE OF INDIAN CORPORATE BONDS MARKET:
1. Issuers:
Corporate bonds in India are issued by Public Sector Undertakings (e.g. REC,
KRCL, NTPC); State-level Undertakings (e.g. Power Transmission
Corporations, Power Finance Corporation, Road Transport Corporation);
Municipal Bodies; Public or Private Sector Banks; Non-banking Finance
Companies (e.g. Tata Capital, Reliance Capital); All India Financial
Institutions (e.g. IDFC, EXIM, NABARD); Private Sector Entities (e.g.
Reliance Industries, Tata Motors, ACC); Housing Finance Companies (e.g.
HDFC, NHB). A list of such issuers, recently issuing various debt instruments
in India with a minimum issue size are tabulated in table T-2.
PSUs are the largest and most active corporate bond issuers in India. The
largest issuers (in terms of bond outstanding) are Power Finance
Corporation (PFC), Rural Electrification Corporation (REC), National
Bank for Agriculture & Rural Development (NABARD), LIC Housing
Finance and India Railway Finance Corporation (IRFC) and SAIL (Steel
Authority of India Limited).
2. Investors:
The main investors in the corporate bond market are, banks, insurance
companies, provident funds and mutual funds. Mutual funds are primary
investors in short dated paper and their investment pattern is primarily guided
by growth of AUM’s. Life insurance players on the other hand are buyers of
long tenure paper given their asset liability structure and constant stream of
renewal money. Banks investment in debt market is primarily in sovereign
securities guided by mandatory SLR requirements.15
15
Varun Dawar, Development of Corporate Bond Market in India – Challenges and Reforms, IOSR-JBM 46,47
(2012).
Source: SEBI, Working Paper No. 9, Corporate Debt Market In India: Key Issues and Some Policy
Recommendations, July 2004.
The Corporate debt market is primarily regulated by three institutions namely the Reserve
Bank of India, the Securities and Exchange Board of India and the IRDA. It is important for
us to understand the context associated with each of these regulatory institutions.
“The RBI is the monetary authority in India and is therefore primarily interested in ensuring
an adequate flow of credit in the economy, maintaining foreign currency market, and
managing the twin objectives of economic development and price stability.
On the other hand the SEBI’s outlook is more narrow- promotion, development and
regulation of securities markets in India keeping the investors’ interests protected. The
backbone of SEBI’s action plan has been the SEBI (Issue and Listing of Debt Securities)
Regulations, 2008 in an attempt to reduce costs and improve transparency in the corporate
debt market.
Since insurance companies are one of the largest components in the demand side of the
corporate debt market, it is essential to note that the governing body, IRDA has kept pace
with the supply side reforms initiated by the RBI and SEBI. IRDA ensures the participation
of insurance companies in the corporate debt setup.”
16
SEC Investor Bulletin, U.S. Securities and Exchange Commission, MCMXXXIV. Available at
https://www.sec .gov/files/ib_corporatebonds.pdf.
bond trustee monitors the company’s compliance with the terms of its
indenture. the trustee acts on behalf of the bondholders and pursues remedies
if the bond covenants are violated.17
3. Inflation Risk:
“Inflation is a general rise in the prices of goods and services, which causes a
decline in purchasing power. With inflation over time, the amount of money
received on the bond’s interest and principal payments will purchase fewer
goods and services than before.”
4. Liquidity Risk:
Liquidity is the ability to sell an asset, such as a bond, for cash when the
owner chooses. Bonds that are traded frequently and at high volumes may
have stronger liquidity than bonds that trade less frequently. liquidity risk is
17
Supra 16.
18
Ibid.
the risk that investors seeking to sell their bonds may not receive a price that
reflects the true value of the bonds (based on the bond’s interest rate and
creditworthiness of the company). If you own a bond that is not traded on an
exchange, you may have to go to a broker when you want to sell it. In
addition, the bond market does not have the same pricing transparency as the
equity market, as the dissemination of pricing information is more limited for
corporate bonds in comparison to equity securities such as common stock.19
5. Call Risk:
The terms of some bonds give the company the right to buy back the bond
before the maturity date. this is known as calling the bond, and it represents
“call risk” to bondholders. For example, a bond with a maturity of 10 years
may have terms allowing the company to call the bond any time after the first
five years. If it calls the bond, the company will pay back the principal (and
possibly an additional premium depending on when the call occurs).20
VI. CONCLUSION:
The Criticality of the Corporate Bond Market in the Economy as it allocates resources
efficiently and enables long-term resource raising to sectors, such as infrastructure. A
vibrant corporate bond market provides a suitable alternative to conventional bank
finances and also mitigates the vulnerability of foreign currency sources of funds. In
India, the regulators have taken proactive steps and provided the market with tools of
risk management. As we discussed above, From the perspective of financial stability,
there is a need to strengthen the Corporate Bond Market. there are various laws which
came into force for strengthing the Indian Corporate Bond Market like IBC,
SARFAESI Act, RDDBFI Act etc. and continuous issuance of circulars or rules by all
the regulatory authorities of the Indian Corporate Bond Market.
VII. BIBLIOGRAPHY:
19
Supra 16.
20
Ibid.
1. Dr. Kedar Nath Mukherjee, Corporate Bond Market in India: Current Scope and
Future Challenges, MPRA, 1, 1 (2012). Available at https://mpra.ub.uni-
muenchen.de/42478/1/MPRA_paper_42478.pdf.
5. See: https://www.money-zine.com/investing/investing/secured-and-unsecured-
bonds/ (Last Visited 27th March, 2020 at 19:15 PM).
6. B.N, Dr. Shubha and Das, Dr. Rina, An Empirical Study on Corporate Bond
Market in Indian Economy (December 27, 2017). Available at
SSRN: https://ssrn.com/abstract=3190887.
8. See: https://www.cnbctv18.com/views/budget-2020-why-bond-markets-are-
going-to-love-it-5190041.htm (Last Visited 27th March, 2020 at 22:00 PM).
9. See:http://www.doingbusiness.org/~/media/GIAWB/Doing
%20Business/Documents/AnnualReports/English/DB16-Full-Report.pdf.
10. Vinod Kothari, Corporate bond market: Never ending issues and challenges!!,
See: http://vinodkothari.com/wp-
content/uploads/2017/03/Corporate_bond_market-1.pdf.
11. Varun Dawar, Development of Corporate Bond Market in India – Challenges and
Reforms, IOSR-JBM 46,47 (2012).
12. SEC Investor Bulletin, U.S. Securities and Exchange Commission, MCMXXXIV.
Available at https://www.sec .gov/files/ib_corporatebonds.pdf.
13. CRISIL Yearbook, 2018.
14. SEBI, Working Paper No. 9, Corporate Debt Market In India: Key Issues and
Some Policy Recommendations, July 2004.